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					"Star City"
					
					By Audie A. Murphy

					5/17/04


	FADE IN:
	
The new Orlando Concert Center gleams in the Florida sun. 
	
	INT.- CONCERT CENTER - DAY

A stage faces thousands of empty seats. Under spotlights, MELISSA KNOX 
rehearses with backup dancers. She's twenty-two, blonde, America's pop 
princess. Bubble-gum rock BLARES. A security guard dozes in a chair in 
the wings. 

As she dances Melissa notices a JANITOR
pulling a wheeled plastic trash can along an aisle amid the empty 
seats. He is tall, lanky, wears a jumpsuit. Something hinky about him 
has caught her eye. Suddenly the janitor pulls a rifle from the trash 
can, aims and FIRES. 

Melissa, hit in the forehead, goes down. The dancers scream. The 
security guard awakens, FALLS out of his chair. The gunman UNFURLS a 
red banner with black letters and drapes it across several seats.

INSERT - THE BANNER

"E.A.G.L.E."

BACK TO SCENE 

The janitor, weapon in hand,  runs from the hall. A door SLAMS in the 
distance. Melissa lies on her back.
She raises a hand to her face, feels wetness, lifts the hand and sees 
it's covered with blue liquid. She sits up, looks around, realizes 
she's been hit with a paintball. She begins to curse loud and long.

EXT. - STAR CITY LIMITS - SAME TIME

On a busy beach highway a sign announces "WELCOME TO STAR CITY - 
FLORIDA'S PLAYGROUND".

INT. - HOME - SAME TIME

JOHN DAY is sprawled asleep on a sofa. He's in his mid twenties, 
average-looking. A newspaper is open on his chest. His old-style 
Florida home has high ceilings, a fireplace -- unused now because it's 
spring -- and large screened windows open to catch the breeze.
Next to the fireplace BENNY, a black Labrador retriever, sleeps on a 
throw rug.

Suddenly LOUD KNOCKS RATTLE the front door. The dog sits up, alert. 
John awakes, gets up, opens the door. His ex-wife, NANCY OWEN, storms 
into the room. She's about his age, darkly attractive, sexy in a 
carnivorous way. She notices John's bedraggled appearance.
		
			NANCY
Sleeping late, I see. Don't you have to teach today? Or is that part-
time instructor job too much for you?


			JOHN
At least I make an honest living.

Nancy whirls, the two glare at each other.

			NANCY
I'll let that pass. You're still pissed off about the divorce. Time to 
get over it. Life goes on.

					JOHN
Maybe I'm old-fashioned, but the way you went about it seemed a little 
cold, even for you. You might have waited until the Army doctors had 
finished patching me up.

			NANCY
Oh, brother. I don't know how I stood being married to you all those 
months. I didn't send you to Iraq. You were the one who joined the 
National Guard.

			JOHN
I joined to make extra money so I could afford to marry you.

			NANCY
So everything is my fault. You're such a whiner. Larry never whines.  
When he has a setback, he figures out how to rise above it.

			JOHN
The only thing he rises above is you. The rest of the time he's trying 
to bulldoze some neighborhood park to build a high-rise.

			NANCY
I'll have you know that Larry  Bancroft is the most respected real 
estate professional in this town, and I'm not far behind. Thanks to 
him, I have a bright future now. Not like when I was with you, living 
hand to mouth and waiting for a record deal that never came.			 

			JOHN
You knew all along that jazz guitarists don't get rich. That's why I 
teach, to make ends meet.

			NANCY
But your ends never do quite meet, do they? That's why you still live 
in this dump and always will. Anyway, I stopped by to tell you that I'm 
chairing the Star City Festival this year, and we won't be needing your 
dubious talents. 

			JOHN
Somehow I'm not surprised.

			NANCY
But you will be surprised by who we've lined up as the main talent  -- 
Melissa Knox! Isn't that fantastic? Larry arranged it. He has 
connections.

			JOHN
I suppose Larry also gets a percentage of all the bubblegum sold at the 
show.


			NANCY
Go ahead, make fun. We'll see who has the last laugh when all the big 
networks are here interviewing yours truly.

			JOHN
Gee, and I can say I knew you when. 

			NANCY
Oh, you're hopeless. You deserve to be stuck here alone with your weird 
dog. Goodbye, John.

		(to the black Lab)
	Goodbye, Benny. Don't steal anything small.

She strides from the room, her high heels CLICKING on the wood floor, 
SLAMS the door behind her. John and Benny watch her go. Benny SNORTS 
and lies back down.

					JOHN
		My sentiments exactly, Benny.	

EXT. ORLANDO - HOTEL BUMBY - SAME DAY

The lakefront hotel dominates the city's skyline.

INT. - ROXY'S SUITE

ROXY KNOX, the mother and manager of Melissa, is on her cell phone 
talking to her daughter. Roxy is fortyish, feisty, not to be trifled 
with. 

					ROXY
		Everyone loves you, baby, and don't you 			forget it. 

WHIMPERING is heard from the phone.

			ROXY
I know. It's crazy. A paintball gun. It must have been some mental 
case. Don't worry. Just go back to rehearsing. We won't let it happen 
again, I promise you that. Goodbye now. Mommy loves you. Goodbye.

Roxy stabs numbers into the phone.

			ROXY
Hello, this is Roxy Knox. How am I? I'm furious, that's how I am. You 
people are supposed to provide the best security in the business and 
you let this happen. Someone just walks in and takes a potshot at my 
daughter. That's unacceptable. I want whoever is responsible fired, and 
that's just the beginning. I'll get back to you.

She puts the phone down on the arm of the chair and stares at it. She 
drums her fingers. It RINGS. She grabs it. 

			ROXY
Hello?

We hear metallic LAUGHTER, a human voice turned into a robotic drone by 
a mechanical device. The voice is unrecognizable.

			ROXY
You bastard. You insane, miserable bastard.

			CALLER (V.O.)
Calm down, Roxy. You should know we wouldn't hurt your little pop tart. 
She's too valuable to us. But all that could change if you don't agree 
to play by our rules.

			ROXY
You dirty -

			CALLER (V.O.)
I told you it would be a surprise. Now you know we can reach her 
anywhere. Do you still want to play games or are you ready to pay up?




			ROXY
I told you last time, if you think I'm going to turn over ten percent 
of my daughter's income to you idiots, you have another think coming. 
E.A.G.L.E. my ass. A bunch of gangsters, that's what you are.

			CALLER (V.O.)
That's a cruel way to describe us. We're idealists -- Environmentalists 
Against Growth, Litter and Exploitation. We want you to support our 
cause, that's all. But if you choose not to, we could become more 
unpleasant.

			ROXY 
What do you mean? Is that another threat?

			CALLER (V.O.)
Another appeal, that's all. We are very civilized. If you don't 
cooperate, we will simply destroy her career. We will disrupt her 
concerts, embarrass her in public. We'll try not to harm her 
physically, but we can't promise anything.

			ROXY
You can't extort money from me. I'll find out who you are and have you 
all thrown in jail. Before I'm through, you E.A.G.L.E.s will be 
jailbirds.

			CALLER (V.O.)
Nice twist on the metaphor, but don't say we didn't warn you.
	
The caller hangs up. Roxy sits staring at the phone, then yells for her 
assistant.

			ROXY
Chrissy! Bring me my special phone numbers, the emergency list.

After a moment the assistant enters and hands Roxy a small black 
notebook. Roxy thumbs through it, puts it down on the chair arm and 
punches more numbers into the phone.

			ROXY
	Go get me a scotch and soda. Give me five minutes before you 
bring it.

The assistant leaves the room.

			ROXY (on the phone)
Hello? I want to talk to Joe Boleto. This is Roxy Knox. Yes, I'll hold. 

INT. - JOHN'S HOUSE - DAY

It's later. John lies on the couch reading the paper. Benny emerges 
from the kitchen with a woman's purse in his mouth. He places the purse 
on John's stomach and sits. John sits up.

					JOHN
What's this? Where'd you get this? Have you been stealing again? 

John takes a wallet from the purse, opens it, reads aloud.

			JOHN
Sylvia Johnson. Great. You went out the doggy door and stole our next-
door neighbor's purse. She's still not speaking to me after you stole 
her portable radio last week. Now I have to take this back and 
apologize again. This has to stop, Benny.

Benny cowers in shame. John is peeved, but can't stay mad at the mutt. 
He scratches Benny's ears.




			JOHN
That's OK, boy. I know you can't help it. You do what you were trained 
to do. I just wish you could forget what that con man taught you. 

Responding to the friendlier tone, Benny brightens, his tongue lolling.

 					JOHN
I remember the first time we met, when you brought me that camera at 
the college. I put two and two together and the answer was simple: 
professional thief. Someone had trained you to steal. But why did you 
latch onto me? Did I remind you of that other guy? 

EXT. - STAR CITY COMMUNITY COLLEGE - DAY - FLASHBACK 

SUBTITLE - THREE MONTHS EARLIER

On a busy sidewalk, John CHATS with a female student about her grades. 
She leaves, he sits on a cement bench to rest. He's absorbed in a 
lesson plan as Benny approaches with a  digital camera in his mouth. 
John looks up, startled.

			JOHN
Well, where did you come from? What's that in your mouth?

John takes the camera, wipes the dog slobber on his pants leg, looks at 
it closely. He looks around for the owner. No one seems to be missing a 
camera. He stands up.
	

			JOHN
Great. Now I have to turn this in to Lost and Found. That means I'll be 
late for my class. It's all your fault. You need to go home. Go back to 
your owner. Go on!

John walks away. The dog follows. John stops, looks behind him. Benny 
stops, sits, looks up cheerfully. John starts walking again, Benny 
follows.

			JOHN
There's no way you're adopting me. I don't even like dogs that much.
 

INT. - JOHN'S LIVING ROOM -  BACK TO PRESENT

			JOHN
	(still talking to Benny)
The camera's owner showed up eventually, but what happened to your 
owner? You were only supposed to stay here temporarily, remember? Well, 
you're still here. You're a big moocher, that's what you are.

Benny paws at John's leg, whines.

					JOHN
You want to go for a walk? OK, we'll go to the park. Let's go!

EXT.- WATERFRONT PARK - DAY

Benny, on a leash, leads John through the park. Palm trees, flowers, 
luxuriant foliage. The Indian River Lagoon, a saltwater estuary, is 
visible in the background. A stray cat crosses their path, hisses. 
Benny yelps, cringes behind John.

					JOHN
It's just a cat, Benny. For God's sake. Here, I'll take the leash off. 
Do your thing. Chase the cat. Go on, chase it.

He unsnaps the leash. Benny sits, head lowered.

			JOHN
What a wussy mutt you are. A dog who's a trained thief but afraid of 
cats. Come on, let's get going.

They walk on. Benny chases a butterfly into some bushes on the 
shoreline. Moments later, a woman SCREAMS.	

					JOHN
Benny, where are you? What's going on?

Benny emerges from the bushes. He carries a bikini top in his mouth.	

					JOHN
		What have you done now?

Benny drops the bikini top at John's feet.

					WOMAN'S VOICE (O.S.)	
	Hey! Bring that back!

					JOHN
		Hold on. I'll throw it over to you.

He picks up the bikini top, walks toward the bushes, LOBS it over them.

					WOMAN'S VOICE (O.S.)
Don't come any closer. You must be a real sicko to teach your dog to 
steal women's clothes.

					JOHN
I didn't teach him to steal anything. He's a kleptomaniac. 

					WOMAN'S VOICE (O.S.)
That's ridiculous. A dog can't be a kleptomaniac.

					JOHN
This dog is. He will steal anything that's not nailed down. I've been 
trying to break him from it.

The bushes stir. LIBBY THOMAS emerges, bikini in place. She's twenty-
something, strawberry blond, freckled.




			JOHN
Hello. I'm John Day. This is Benny. Sorry about this little 
misunderstanding.

			LIBBY
Benny is a funny name for a dog.

			JOHN
It's after my favorite comedian, Jack Benny. And he's a funny dog.

			LIBBY
I'll bet.

			JOHN
I teach music at the community college. Are you from around here?

			LIBBY
I moved down here from New York to help my grandfather with his 
business. I just graduated from Cornell.

John extends his hand.

			JOHN
Nice to --

			LIBBY
Hey, I'm late. Gotta get my stuff.

She turns, retraces her path.

			JOHN
I didn't catch your name.

			LIBBY
I didn't throw it.

She lifts her right hand, reverses it, waggles her fingers goodbye.





EXT. - CADILLAC ON I-95 - NIGHT

The car glides south amid sparse traffic. A road sign says MIAMI - 200 
MILES.

INT. - CADILLAC 

The occupants are two young men. The driver, FRANKIE O'BRIEN, is big, 
fleshy, florid. His partner, JIMMY BOLETO, is dark, intense, clearly 
the boss. Their heads bob in time to SINATRA TUNE on the radio, then 
Frankie turns down the volume.

					FRANKIE
This was a great day, Jimmy, the best ever.

			JIMMY
It was sweet, all right. We caught those guards with their pants down 
and the truck open. I told my dad we should team up with the 
Jacksonville crew for this job, and I was right.

			FRANKIE
Right as rain, my man.

			JIMMY
Now we've got a cool million bucks to show for it. Hundreds and fifties 
in unmarked bills. You can't beat it.

Jimmy pulls a large black briefcase from the car's floor onto his lap, 
caresses it.

					JIMMY
Nobody can say I'm not ready to take over the operation now. The great 
Joe Boleto can sail away on his yacht anytime, as far as I'm concerned. 
A new day is dawning, Frankie.




			FRANKIE
Everybody's gonna know that after today. I can't wait until you take 
over the whole state. We can really shake things up, Jimmy.

			JIMMY
That might be a while yet, but we're on our way pal. After today we're 
well on our way.

Frankie cranks up the radio again, but the long day is beginning to 
take a toll. Both men are having trouble staying awake.

			JIMMY
I'm beat. We've been up nearly twenty-four hours. Let's check into a 
motel for the night and get some pizza. Joe doesn't expect us back in 
Miami until the afternoon anyway.

			FRANKIE
Whatever you say, Jimmy. There's an exit coming up with a motel and 
other shit. I saw a sign back there.

			JIMMY
Oh, yeah? I wonder if there's a strip club nearby. I'm not too tired to 
get a lap dance.

			FRANKIE
I wouldn't count on it. We're in the middle of nowhere. Someplace 
called Star City.
		

EXT. - MYRNA'S CAFé AND MOTEL - DAY

The slightly seedy motel lies alongside busy U.S. 1 in Star City. The 
café and office are in the middle. Two wings on either side contain 
twenty motel rooms. Several cars are parked outside; business is brisk.

John Day pulls up at the café in his aging  Mustang convertible. He 
gets out with Benny on a leash, wraps the leash around a support beam 
beside the café door and enters.

INT. - MYRNA'S 

Typical café setup, a counter with some separate tables. A few other 
customers are having breakfast. Waitress DOTTIE TREADWAY pours coffee, 
dishes up food. She's fiftyish, wiry.

John takes his usual seat at the counter. Owner MAX KAPLAN greets him 
with a platter piled high. Max is seventy-something but energetic, in 
perpetual motion.

					MAX
Your usual, eggs Benedict. Ten thousand calories. You're gonna love it. 
Enough cholesterol to choke an elephant.

Max leans on the counter in front of John, ready for their usual banter 
as John eats.

					JOHN
That's the way I like it. Live fast and die young, that's my motto. 
Anyway, I won't be around this burg much longer. Any day now a talent 
scout will catch my act at the Pelican and the rest will be music 
history. A record deal, fast cars, loose women.

			MAX
Yeah, you keep saying that. I think I'll be long gone from this Earth 
before you play any place that doesn't have chicken wire in front of 
the stage. 

			JOHN
Just watch me, old-timer.

Suddenly Libby appears at John's elbow. She has entered from a door 
connecting the café and motel office. She's a little frazzled.
					LIBBY
		Max, the computer is down again and 		things are 
piling up.

					MAX
		OK, the guy is on his way. I called 		earlier.

					JOHN
				(to Libby)
		Hello again.

Libby recognizes John, turns to him.

					LIBBY
So it's you. Where's your partner, off swiping panties off clothes 
lines?

			JOHN
He's outside. He doesn't usually steal clothes. He must like the way 
you smell.

			LIBBY
I'll take that as a compliment.

			JOHN
Please do.

			MAX
Hey, do you two know each other? I was just going to introduce you. 

			LIBBY
We really don't know each other, but we met briefly yesterday. It's 
indelibly burned into my brain.

			MAX
Well, let's make it official. John, this is my granddaughter, Libby. 
Libby, this is my old friend John Day. He teaches music at the college 
and plays jazz guitar at local clubs.

			LIBBY
So he told me, about the college, anyway. He didn't mention playing at 
the local clubs, though. I'm impressed.

			JOHN
Don't be. There isn't much call for jazz guitarists in the local music 
scene, so I don't get much practice. I'm hanging in there, though.

			MAX
Libby graduated from Cornell with a degree in hotel management. She's 
helping me at the motel for a while.

			JOHN
		(to Libby)
That's great. Max really needs the help, what with the festival coming 
up and all. How long do you plan to stay down here?

			LIBBY
Only as long as I have to. I need to get back to the city to get my 
career started.

			JOHN
The city? New York City?
	
			LIBBY
Of course. There's no point in working anywhere else if you want to 
move up fast in hotel management. And I plan to move up fast.
							
			JOHN
I had no idea you were Max's granddaughter. Small world and all that.
			
			LIBBY
Small town and all that is more like it. Nice meeting you again.

She turns, leaves the room via the same door she came in.

			MAX
She's a little temperamental sometimes, but she's a good kid. Her being 
here is a big help to me right now, more than she knows. Just between 
you and me, I'm really having a hard time holding onto this place.

			JOHN
What's going on?

			MAX
A balloon payment on the mortgage is due and I don't have it.

			JOHN
How much money are we talking about?

			MAX
A little over a hundred grand, and that's about a hundred grand more 
than I got.

			JOHN
Jeez. I wish there was something I could do, but you know my situation. 
Still, I would be willing to co-sign for another loan, if that would 
help.

			MAX
Thanks, but I don't think that would impress the bank very much. I 
appreciate the thought, though.

			JOHN
Tell you what. I'll do my part. Give me a couple of doughnuts and 
another cup of coffee.

			MAX
Big spender.




EXT. - BANCROFT OFFICE - DAY

Upscale office building with prominent sign identifying LARRY BONAPARTE 
BANCROFT as owner.

INT. - BANCROFT OFFICE - DAY

In a room off the main office, Larry and Nancy sit opposite each other 
in a Jacuzzi. He's thirty-something, handsome in a bland way, vaguely 
sharklike. Naked, they drink champagne, fondle each other.

			NANCY
You're a man of vision, Larry. That's what I love about you. No one 
else in this town can see the big picture like you.

			LARRY
And I'm just getting started, baby. This state is booming and we're 
going to boom with it. But first I have to get rid of Max Kaplan. His 
motel property is key to my plan for the new mall. What do you know 
about him? 

			NANCY
Not much. He's been there forever. His wife, Myrna, died some years 
ago. He has a daughter living in New York. His granddaughter is helping 
at the motel temporarily.
			LARRY
Any vices we can use against him? Does he drink, use drugs, chase 
women?

			NANCY
Afraid not. All he does is work. 

			LARRY
What a loser. He can't make the mortgage payment and my friends at the 
bank say they are ready to foreclose. 

			NANCY
Tough luck for him.

			LARRY
But great for me. I'll buy the place from the bank for a song and tear 
it down.

			NANCY
What if someone comes along to help him out? Or what if he decides to 
sell to someone else?

			LARRY
That's where you come in. I want you to be my little secret agent. Get 
a room at that motel for the next few days and get next to Kaplan and 
his granddaughter. Find out exactly what they're up to.

			NANCY
Oh come on, Larry. I'm already selling real estate full time and 
chairing the festival, too. When am I supposed to sleep?

			LARRY
You can sleep next week. This is more important. Baby, the Bancroft 
Mall will be just the first of many from the Panhandle to Key West. If 
there's a square foot of empty space left in Florida, we'll develop it!

			NANCY
Oh, Larry, I get so hot when you talk business. Tell me again about 
your tent-pole property . . . 

EXT. - MYRNA'S - SAME TIME

John is visible through the window finishing his doughnuts. Benny lies 
outside by the door.

A stray cat approaches, hisses at the dog. 


Benny jumps to his feet, pulls the leash loose and trots down the 
sidewalk in front of the motel rooms.

EXT. - WISEGUYS' ROOM - DAY

Frankie stands on the sidewalk, smokes a cigarette, watches people 
frolic in swimming pool nearby. The room door is half open. Benny 
approaches behind him.

INT. - WISEGUYS' ROOM - DAY

Two double beds. Jimmy lies asleep face down on bed nearest the door. 
The briefcase is next to the bed.

Benny appears in the open door. The dog hesitates, then enters the 
room, picks up the briefcase, leaves quickly.

EXT. - WISEGUYS' ROOM 

CONTINUOUS: Frankie smokes, ogles swimmers, never sees the dog SNEAK 
past him with the briefcase.

Benny, briefcase in his mouth, TROTS down the sidewalk, VEERS OFF, 
enters some bushes at the base of a large tree, BURIES the briefcase. 

EXT. - MYRNA'S

CONTINUOUS: John WALKS along sidewalk outside rooms, whistles for 
Benny. The dog emerges from bushes, joins him. As they return to the 
car, John scolds Benny for wandering away.

					JOHN
Where have you been? What's the idea of wandering away? That's not like 
you. You know better.

INT. - WISEGUYS' ROOM - DAY

Jimmy, still face down on the bed, slowly WAKES. He lifts his head, 
looks around, cranes his neck to look for the briefcase he left at his 
bedside. It's GONE.


He's horrified. Frankie re-enters, SLAMS door.

			JIMMY
Frankie, where's the freakin' money? Tell me you have it, Frankie.

			FRANKIE
I haven't seen it, Jimmy, honest to God. The last time I saw it was 
when you put it beside the bed last night.

Jimmy jumps out of bed, dresses frantically while firing questions at 
Frankie.

			JIMMY
Where have you been? What have you been up to? Where is that freaking' 
money? 

			FRANKIE
I just went outside for a smoke. There wasn't anybody else around, 
honest to God.

Jimmy walks up to Frankie, grabs his shirt in his fist.
			
			JIMMY
Frankie, if we don't find that money we will both be dead by tonight. 
And you know what? You will be dead first, because I will kill you 
myself.

Jimmy reaches into his pants pocket, pulls out a revolver, jams it into 
Frankie's throat.

			JIMMY
This is the .38 Special my dad gave me. It's old, but it works real 
good.

			FRANKIE
I don't know what happened to it. I just don't know. Somebody must have 
come in and stole it.

Jimmy lowers the revolver, sits dejected on the end of the bed. 
Suddenly his face brightens.

			JIMMY
I've got it - we'll stall. I'll call my dad, tell him we're taking a 
little vacation, doing a little celebrating. Then we'll tear this place 
apart until we find that money. It's got to be here somewhere. We'll 
find it -- and we'll find whoever took it.

			FRANKIE
What happens then, Jimmy?

			JIMMY
It's payback time, that's what. There's a swamp just down the road. It 
could swallow up anybody without a trace.

			FRANKIE
Especially if they have rocks in their pockets.

EXT. - MUSTANG ON HIGHWAY - LATER

The convertible's top is down as John and Benny ride home. John mutters 
at the dog.

			JOHN
Who does that girl think she is anyway? She acts like she's God's gift 
to mankind.

John looks at Benny as if he expects the dog to answer. Benny stares at 
him blankly.

			JOHN
She thinks she's hot because she went to Cornell. They don't even have 
a decent football team.

Benny looks at him with amusement.




INT. - JOHN'S HOUSE - DAY

John and Benny return, John still muttering.
Benny lies down on his rug beside the fireplace.

			JOHN
I've got to talk to her again, that's all there is to it. I made a bad 
impression. I can't let her go around thinking I'm a moron.

He grabs a telephone book, looks up the number, dials his cell phone.

INT. - MOTEL OFFICE 

Libby breaks away from conversing with two customers to answer the 
phone. She's busy, impatient.

					LIBBY
		Myrna's.

INTERCUT - JOHN'S HOUSE/MOTEL OFFICE

			JOHN
This is John Day again. I just called to see how you were doing.

			LIBBY
How am doing? I'm doing fine, if your idea of doing fine is juggling 
chainsaws while being yelled at by strangers.

			JOHN
Great. I thought we might do something after you get off work. Grab a 
movie or something.

			LIBBY
How nice. You interrupted my workday to hit on me. Classy.

John takes a deep breath, presses on.




			JOHN
Check this out. Just down the road from you skilled craftsmen are 
building the stage for the Melissa Knox concert. It's right there on 
the waterfront. I'll grab some burgers and meet you there. We'll watch 
them work. What do you say? 

Libby is silent for a while. John worries that she's hung up.

			JOHN
Hello? Are you there?

			LIBBY
Onions.

			JOHN
What?

			LIBBY
Lots of onions on my burger. I'll see you there a little after five.

She hangs up, resumes haggling with the customers.

					JOHN
		Benny, we're in business.

INT. - WISEGUYS' ROOM - SAME TIME

Jimmy is on the phone with his father. He sits on one bed, Frankie is 
sprawled on the other.

			JIMMY
The transmission went out just like that, and we had to stop in this 
jerkwater town to get it fixed. Not even a dealership here. Of course, 
the place fixing it doesn't have the right parts, so it will take a few 
days . . . No, no need to pick us up. We'll just take a few days to 
relax, since the deal in Jacksonville went so well.


			JIMMY (CONT'D)
Yes, it went very well . . . OK, we'll see you in a few days. I'll call 
you later . . . Bye.

Jimmy hangs up, high-fives Frankie.
	
			     	JIMMY
Am I good or what? We have a few days. Now we have to turn this burg 
upside down and find that money.

			FRANKIE
Where do we start - here at the motel?

			JIMMY
Yeah, we'll report to the manager that the briefcase is missing. 
Remember, we don't want to say what's in it. If anyone asks, just say 
it contains papers relating to our business.

			FRANKIE
Which business -- our robbery business, our gambling business or our 
hooker business?

			JIMMY
Look, we are legitimate businessmen, OK? Just tell people we are 
concert promoters in town to scout venues for the bands we handle. 

			FRANKIE
Like what bands?

			JIMMY
Like any bands. Biteme187 or Cosmic Rat or whatever. The important 
thing is to come across as respectable guys.

			FRANKIE
No problem. And if anybody gives us any lip, I know how to handle 'em.




			JIMMY
Just watch me and be cool. Now let's get going.

INT. - MOTEL OFFICE - LATER

Business has slowed. Max Kaplan is deep in conversation with Libby. He 
finishes telling her about the foreclosure.

			MAX
So that's the long and short of it. The loan was due yesterday and I'm 
sure the bank has begun foreclosure proceedings. Sometime in the next 
few days they will deliver the papers and give us official notice.

			LIBBY
You mean they will kick us out?

			MAX
I'm afraid so. Spider Mackleroy, the bank president, already has told 
me he won't give me any more time. Of course, he's in league with that 
sleazeball Larry Bancroft, who has had his eye on this place for years. 
I guess Bancroft will finally get his way and this place will be 
knocked down for a new mall.

			LIBBY
I'll stay until they force us to move out. I'll delay my job hunting in 
New York until you get this thing settled. And I can get a job down 
here to support us.

			MAX
I appreciate that, I really do. But let's wait and see what happens. 
Miracles do happen, although not very often.




			LIBBY
I haven't seen any miracles lately and I'm not counting on one.

			MAX
Now I have to tell Dottie the bad news, and it's really bad for her. 
She's been working here for twelve years, and now she'll be out of a 
job, along with the part-timers. I feel sorrier for them than I do for 
us. Let's keep hoping for that miracle, if only for their sakes.

INT. - JOE BOLETO'S MIAMI OFFICE - SAME TIME

Window provides panoramic view of Miami skyline. Joe's secretary, 
MARIA, enters with some papers she puts on his desk. She's middle-aged, 
efficient.

			MARIA
Did I hear you talking to Jimmy earlier? How's he doing?

			JOE
He's doing great. The little bastard is up to something up in Star 
City. He says their car broke down and he and Jimmy are taking a few 
days off while it's being fixed.

			MARIA
They're taking time off without even coming home after that last job?

			JOE
That's what I mean. They're up to something.

			MARIA
Well, let it go, Joe. Jimmy's a good kid. He won't stray too far.




			JOE
Maybe so, but I can't just stand by and do nothing while he and that 
moron Frankie try to pull the wool over my eyes. Get ahold of Tony 
Trocadero and tell him to come over here.

			MARIA
OK, Joe.

She leaves the room.

			JOE
		(to himself)
Jeez, I'm getting too old for this shit. I'm gonna retire next year, 
that's all there is to it.

EXT. - WATERFRONT PARK, STAR CITY - LATER

John sits at a picnic table on the waterfront. Burgers from a fast-food 
place are on the table. Benny chases seagulls nearby. Libby arrives in 
a car, gets out, joins him. In the background, workers assemble 
bleachers for the upcoming concert.

			JOHN
Glad you could make it.

He lifts the lid of one of the burgers.

			JOHN
Extra onions, just like you ordered.

			LIBBY
Great. I could eat your dog, I'm so hungry.

			JOHN
I wouldn't advise that. He probably would taste pretty gamy.

			LIBBY
I'll bet you would too.

			JOHN
So how long have you been down here? I knew Max had a granddaughter, 
but I didn't know you were all grown up.

			LIBBY
A couple of weeks. Max sent out an S.O.S. for help with the festival 
crowd. I answered. End of story.

			JOHN
And your boyfriend didn't mind you packing up and moving down here?

			LIBBY
How subtle of you. No boyfriend at the moment. I'm in between self-
destructive episodes.

			JOHN
I can relate to that. 

There is an awkward moment of silence.

			JOHN
So Max told me about the financial problems he's having. It's too bad. 
I've been going to Myrna's since I was a kid. I'd hate to see it close.

			LIBBY
Independent motels are an iffy proposition in today's economy. It's 
like any other business. The big chains are swallowing up the mom-and-
pop businesses.

			JOHN
I guess you would know about all that, having majored in hotel 
management and all.




			LIBBY
Yep. I want to work for one of the biggies in the city, eventually move 
into consulting and troubleshooting. That's the plan, anyway.

			JOHN
By 'city' I take it you mean New York.

			LIBBY
Of course. What's the point of working anywhere else?

Another awkward pause.

			LIBBY
So have you ever been to New York?

			JOHN
I was there for one night once. Some of us flew up when I was in 
college.

			LIBBY
And?
					
			JOHN
I didn't like it much. A lot of crowds, a lot of jerks. Not my kind of 
place.

			LIBBY
The city isn't for everyone. It isn't like this place, where you can 
sit around and watch an alligator stalk your black Lab.

She nods at a scene unfolding behind John. He turns, sees a five-foot 
alligator emerging from brush, LUMBERING toward Benny.

					JOHN
That gator is just lost and trying to get home. He won't bother a big 
dog like Benny on open ground like that. Watch.

The alligator VEERS away, slides into the lagoon, disappears.

			LIBBY
Tarzan know jungle creatures. Tarzan teach Jane.

			JOHN
	(annoyed at being razzed)
All right, all right.

			LIBBY
		(seriously)
I didn't know alligators would swim in salt water.
				
			JOHN
They will when they want to get somewhere in a hurry. And that one was 
in a hurry.

			LIBBY
So am I. It's time for me to get  back. 

She gets up, John follows, they walk to her car. She opens the door, 
turns to say goodbye. John suddenly leans in, KISSES her on the mouth. 
She is startled, but doesn't resist.

					LIBBY
		See you later, alligator.

She gets into the car, BACKS UP, ROARS AWAY. John watches her go.

INT. - ROXY'S SUITE - SAME TIME

Roxy and Tony Trocadero in facing chairs, a coffee table between them. 
He is lean, middle-aged, neatly dressed, vaguely dangerous. They hold 
cocktails, she smokes.

					ROXY
You didn't waste any time getting up here. I appreciate that.


			TONY
Joe said it was a personal matter with a high priority. Now I see why. 
I can't believe those yo-yos would be dumb enough to try something like 
this.

			ROXY
That's why I'm so worried. I don't know how dangerous they are.

			TONY
I'll check them out. In the meantime, I suggest you end the tour early, 
take Melissa back to Indianapolis for a while.

			ROXY
No can do. We're talking millions of dollars, heavy commitments. 
Besides, I wouldn't give them the satisfaction.

			TONY
OK, as long as you understand there's only so much my people can do to 
protect her. Where's the next show?

			ROXY
Star City on Friday. The last show of the tour.

			TONY
That doesn't give us much time to study our options. In the meantime, 
we need to lower her profile, hide  her in plain sight. We'll move her 
out of this hotel, change her appearance, her transportation, her daily 
routine. 

			ROXY
That's no problem as long as she can still rehearse. And I'm going to 
be by her side every minute. But if we leave this hotel, where will we 
stay?

			TONY
I used to go to Star City on fishing trips. There's a little motel 
there that's comfortable but ordinary in every way. It's called 
Myrna's. You'll like it.

			ROXY
	(exhales a stream of smoke in 	disgust)
Myrna's. Jesus.

INT. - MOTEL OFFICE - LATER

Jimmy and Frankie stand at the counter. Libby listens to their story.

					JIMMY
So you see it's vital that we recover that briefcase because it has 
some important papers inside.

			FRANKIE
Yeah, those papers are about our work with the bands.

			LIBBY
Oh, you work with bands? What kind of bands -- school bands, rock 
bands?

			FRANKIE
Rock bands like Biteme187.

Jimmy ELBOWS Frankie in the ribs.

			JIMMY
Look, we just need that briefcase back and there's a nice reward for 
anyone who turns it in without opening it. You didn't happen to notice 
anyone carrying a briefcase like that, did you?

Before Libby can answer, Nancy Owen barges into the office. Nancy's on 
her cell phone, but she ends the conversation and bellies up to the 
counter. Jimmy and Frankie look on bemused. 

			NANCY
I need a room. No, make that two rooms, one to live in and one to work 
out of. I'm chairing this damn festival and it's driving me crazy. Do 
you know who I am?

			LIBBY
No, I can't say I do.

			NANCY
I'm Nancy Owen. I've known your grandfather for years. I work closely 
with Larry Bancroft, who owns the property on both sides of this place. 
I'll be here for the next few days.

			LIBBY
Well, welcome - 

			NANCY
I'll also be needing a couple of temporary workers to help me with the 
festival, if you know of anyone. Do you know of anyone?

			LIBBY
No, I'm afraid -

She notices Jimmy and Frankie, gets an idea.

These two guys, Mr. Brown and  Mr. Green, are in show business. Maybe 
they can help you. 

			NANCY
You two are in the entertainment business? In what capacity?

			JIMMY
We handle a few bands, set up a few shows each year. No one you would 
have heard of. Small venues, mainly.


			NANCY
If you two want to work for me, I'll pay you each fifty dollars a day. 
You will be dealing with vendors, ordering supplies, making other 
arrangements. What do you say?

Jimmy and Frankie exchange a look, shrug.

			JIMMY
Done.

He extends his hand to seal the deal with a shake, but Nancy hands him 
her car keys instead.

			NANCY
Good. Get my bags out of the trunk and be quick about it.

INT. - MYRNA'S CAFé - NEXT MORNING

John enters and takes his usual seat at the counter amid just a few 
other customers. Dottie is running the café on her own, and she hands 
him a cup of coffee and leans in to chat.

			DOTTIE
Hey there. I guess you heard that we're on our last legs here. This 
time next week the place might be closed.

			JOHN
I heard. Tough break. Any chance Max work out something at the last 
minute?

			DOTTIE
Nobody tells me anything. I'm just the help.

She wipes the counter with a cloth to justify her presence in front of 
John, then resumes.




					DOTTIE
I'll tell you what, though, I wouldn't work for that Larry Bancroft guy 
if he paid me double. I've heard how he treats people once he buys out 
a business. 		

			JOHN
How is that?

			DOTTIE
He just fires everybody and sells the place again or tears it down to 
build houses. Not the kind of guy I want to work for.

					JOHN
		Not like Max.

					DOTTIE
Nothing like Max. What a sweetheart that old guy is. If it weren't for 
him, I would have lost my home a couple of times due to medical bills 
and whatnot. He's always there for his employees. No wonder he never 
got rich.

			JOHN
What about you? You must really be up against it with this place about 
to close. Not many job openings in this town.

			DOTTIE
I'll survive. If I have to I'll go stay with my sister in Michigan. But 
for now I'm gonna wait to see how all this plays out. 

			JOHN
I wish you luck. And Max too. If anybody deserves a break in all this, 
it's him. By the way, where is he? Doesn't he usually work here in the 
morning?

Dottie gestures toward the rear of the motel property, where the Kaplan 
house is located.
											DOTTIE
He and Libby are taking the morning off. They both have been working 
pretty hard lately. But Libby is up and about already. She was in here 
a few minutes ago to get some eggs for their breakfast.

John drains his coffee cup and tosses a dollar bill onto the counter.

					JOHN
		I think I'll go say hello.

					DOTTIE
		I thought you might.

EXT. - KAPLAN HOME 

A modest bungalow with two plastic flamingoes in the small front yard. 
John knocks on the door. Libby opens it. She's in shorts and a tank 
top.

					LIBBY
Well, it's the mad kisser. Come back for another go?

			JOHN
I know it's early and I apologize. But I was at the café and thought 
I'd stop by and say hello. Is that OK?

Libby ponders for a moment, then opens the door wider.

			LIBBY
Sure. Come on in. Which do you prefer, coffee or tea? We have both, but 
I prefer tea myself.

			JOHN
Coffee is good.

He enters, she shuts the door.

					JOHN
Dottie told me you were up.  What about Max - is he up yet?
			LIBBY
He was, but I sent him back to bed. He needs the rest. Come on, we 
might as well sit in the kitchen.

They walk to the small, cluttered kitchen. Her cup of tea is on the 
table. She prepares a cup of instant coffee for him.

					JOHN
I guess Max told Dottie the bad news, because she was telling me about 
it a few minutes ago. She already has plans to move to Michigan if she 
loses her job. I don't know what else she could do. There aren't too 
many jobs here for a woman her age.

Libby hands him the coffee and they sit at the table.

			LIBBY
There aren't too many jobs here period. I'm glad I got my degree in 
something practical. A lot of liberal arts types are going to be 
flipping hamburgers this summer, or wishing they had a chance to.

			JOHN
Any word from the bank about the foreclosure?

			LIBBY
Nope. Still waiting. But we're gonna hang on until the bitter end.

			JOHN
That' the spirit. In the meantime, you need to get out of the house and 
get your mind of things. How about a walk on the beach? Afterward we 
could get some lunch and take in a movie.

			LIBBY
You aren't getting stuck on me, are you?

			JOHN
I'm already stuck on you.

She shakes her head slowly, but it's not clear whether she's amused or 
annoyed.

			LIBBY
Just remember that the clock is running for me in this place. I'll soon 
be out of here and on my way back to the city. You need to keep that in 
mind.

			JOHN
I understand. No strings.

			LIBBY
OK, let me get my suntan lotion and we'll go to the beach.

INT. - NANCY'S MOTEL ROOM - DAY

Nancy paces across the room she has set up as an office. A utility 
table holds two telephones and a notebook computer. Nancy  rants as she 
waves a piece of paper. Jimmy and Frankie look on.

			NANCY
Incompetence will be the downfall of this nation. How can we protect 
ourselves against terrorism if some of us can't even get a food order 
right?

Jimmy and Frankie exchange a befuddled glance and she continues.	

					NANCY
This wholesaler botched the frog legs order and then had the audacity 
to charge us twice what we agreed on. He's history. I want you two to 
contact another vendor and have the order shipped to us air express.	

			JIMMY
We can do that.




			NANCY
Remember, we need two thousand pounds and it has to be here in forty-
eight hours. Can you handle it?

Jimmy and Frankie nod in unison.

			JIMMY
No problemo.

			NANCY
Of course you can. I almost forgot that you two are old hands at 
setting up shows like this, even if yours are a bit smaller. Right?

The two men grin and nod again. Nancy picks up her purse.

			NANCY
Good. I have some errands to run, but I'll check back with you later. 
Bye now.

After she leaves, Jimmy waves his middle finger at the door.

			JIMMY
What a pain in the ass that broad is. I'd like to show her a thing or 
two.

			FRANKIE
Yeah.
			
			JIMMY
Anyway, with her gone I can concentrate on finding whoever ripped us 
off. While I'm doing that, you get on the phone and order that stuff. 
Frog legs! Can you believe people eat that crap?


			FRANKIE
Who do you call for frog legs? Is there a frog leg dealer in the yellow 
pages?

Jimmy grabs his friend by the shoulders and sits him down at the 
utility table.

			JIMMY
Look, it's easy. Just call long-distance information and get a number 
for a food wholesaler in New Orleans. They got lots of frogs there. 
Then order a ton of frog legs and give them the number of this credit 
card she gave us. That's all there is to it, OK?

He puts the credit card on the table. 

					FRANKIE
		OK, Jimmy, no problemo.

					JIMMY
I'm gonna nose around a little and see what I can find out. Have fun. 
I'll see you later.

INT. - MOTEL OFFICE - DAY

Max is holding down the fort by himself. He finishes checking in a 
guest, who leaves as Nancy breezes into the office.

					NANCY
Max, my old friend, how good to see you again. I'm staying here for a 
few days while my home is being redecorated. I can't stand the smell of 
paint.

			MAX
Welcome, Nancy. How are you these days? I heard you are doing well in 
the real estate business.

They shake hands. Nancy leans on the counter.


					NANCY
Fabulous, Max, fabulous. You know, I'm an associate of Larry Bancroft 
now. It's really an honor to be part of all the marvelous things he's 
doing for Star City. Really an honor.

			MAX
I can imagine.

			NANCY
Max, I heard about the difficulty you're having in keeping up the 
payments on this property. You know how word gets around in a small 
town. I just want to assure you that if there's anything I can do, you 
just need to let me know.

			MAX
Thank you so much. It's very kind of you.

			NANCY
But you know, there probably is no use in trying to hold onto this old 
place. Myrna's belongs to a different era. The world has changed. Star 
City has changed. Larry's new mall would revitalize this side of town 
and bring hundreds of new jobs. You wouldn't want to stand in the way 
of progress, would you, Max?

			MAX
I guess it depends on how you define progress.

			NANCY
		(sensing his hostility)
		Yes, of course.

She picks up a brochure from the counter and pretends to read it, but 
Max leans close to reclaim her attention.



					MAX
I'll tell you this much. I'm not going to be run out of town by a 
quick-buck artist like Larry Bancroft. I've put a lot of years into 
this place and I won't give it up without a fight.

			NANCY
You're being melodramatic.

			MAX
Well, I'm a melodramatic guy. And my granddaughter is a melodramatic 
girl. We're gonna stay here until they drag us away, and Myrna's will 
remain open until the sheriff turns off the lights and locks the doors 
for the last time.

Nancy squares her shoulders and stares at him coldly.

			NANCY
That's up to you. I was just offering a little friendly advice.

			MAX
We are doing just fine. Now is there anything more I can do to make 
your stay here more comfortable?

			NANCY
Well, I could use some more towels in my room, if your granddaughter 
isn't too busy.

			MAX
Libby is at the beach with John, but I'll be glad to bring you some 
extra. It will be just a few minutes.


			NANCY
Never mind about the towels. I've changed my mind. If anyone calls, 
tell them I will be out for a few hours.

She whirls, strides across the room, SLAMS the door behind her.

EXT. - JOHN'S MUSTANG ON HIGHWAY - DAY

CONTINUOUS: The convertible top is down. John drives, Libby rides 
shotgun, Benny sits on the back seat. John turns onto a beach access 
which ends at the dune line. Libby can't contain her enthusiasm as they 
get out of the car.

					LIBBY
Now this is a beach. Nobody in sight. The ones I'm used to up north are 
always crowded.

			JOHN
The way things are going, it won't be like this for long. Development 
is taking a toll here too.

CONTINUOUS: He lets Benny run free. The dog scampers through the sand 
after some seagulls in the distance. He and Libby talk as they walk.

			JOHN
We're on sacred ground. This is part of the Archie Carr National 
Wildlife Refuge, one of the few remaining stretches of pristine Florida 
coastline.

			LIBBY
I'm impressed.

			JOHN
You should be. Sea turtles come here from around the world to lay their 
eggs. Some travel thousands of miles.


			LIBBY
I know about this place. Even hotel management majors have to take 
biology. There are all kinds of turtles here in the summer -- 
leatherbacks, loggerheads, greens. They are endangered species, as I 
recall.

			JOHN
They are. Again, it's the pressure from people moving here. Houses and 
stores are built on the beach. Cruise ships dump their sewage off the 
coast. Even the lights from the traffic on the highway can interfere 
with the turtles' nesting.

They walk for a while in silence, then Libby turns reflective.

			LIBBY
You know what I think? I think that if a lot more isn't done to protect 
places like this, we will be the last generation to see a lot of these 
endangered species. That's scary.

			JOHN
Yep, and the government seems to be going in the opposite direction. 
That's what's really scary.

			LIBBY
		(brightening)
We sound like a commercial for Greenpeace.

As if responding to the same unseen signal, they stop and begin making 
out. After a while, they come up for air, but both are still aroused.

					JOHN
		Let's go back to the car.


Clinging to each other, they walk as quickly as the deep sand will 
allow back to the car. They get into the back seat and begin discarding 
clothes as the camera PANS discreetly to Benny still chasing seagulls.

After a while Benny trots back to the car, rears up on his hind legs, 
peers into the back seat. Then he lies down beside the car to grab some 
doggy shuteye.

Nancy's white BMW roadster pulls up several yards behind the Mustang. 
Nancy gets out, approaches close enough to witness what is occurring in 
the back seat, then quickly returns to her car. She leaves without 
anyone but Benny having noticed her.

INT. - MOTEL OFFICE - DAY

A fat middle-age woman in a Mickey Mouse T-shirt picks over postcards 
in rack. Max is behind the counter. Melissa Knox, in a black wig and 
street clothes, enters. She is followed by Roxy, Tony and two hulking 
bodyguards. 

					MAX
Welcome to Myrna's. How can I help you?

			MELISSA
We want some rooms. Three or four. Make it four.

			MAX
Very well. And the name.
		
			MELISSA
Caroline Kennedy. This is my mother, Jackie, my uncles Bobby and Teddy, 
and my mother's friend Aristotle.

			MAX
Small world.

			MELISSA
Yeah, ain't it. Put everything on this credit card.


			MELISSA
			(to Roxy)
Did I forget anything?

			ROXY
Just the amenities, dear.

			(to Max)
There are a few things we will need. For Caroline's room, a gallon of 
papaya juice, a dozen Snickers bars and the latest issue of Us Weekly. 
I will require three bottles of Dom Perignon, a large bag of pretzels 
and a small bottle of aspirin. Also, what thread count are your sheets?

			MAX
I don't know. I haven't counted them lately.

			ROXY
Well, I guess we will just have to make do.

The woman in the Mickey Mouse T-shirt stares wide-eyed at the Knox 
entourage.


INT. - RADIO STATION WR&R - DAY

News director J. FENWICK PETERS is hard at work at his desk. He's 
thirty, nerdish, wears thick glasses. Awards and certificates, most 
from the local Chamber of Commerce, cover his desk and office wall.

					PETERS
			(squints at a press release, 					mutters to himself)
			
Damn. That's the last time I get Lasik surgery from a guy who does 
chiropractic on the side. Now I'm blinder than ever. I'd sue him if he 
weren't my brother-in-law. He says it will take two weeks for my vision 
to improve. Well, it better.

Janitor/flunky CLYDE JUKES wanders through as he cleans up. Jukes is a 
fortyish moron.

					PETERS (CONT'D)
Clyde, the Star City Festival is gonna make me famous this year. I can 
feel it in my bones. All the big networks will be here and yours truly 
will be showing them how it's done. It's just a matter of time 'til I'm 
on the tube alongside the great ones like Pat Buchanan and Bill 
O'Reilly.

The phone rings, he answers. 

			PETERS
(recites prepared phone greeting)
Star City News Radio - Red-hot news for red-blooded Americans.

			WOMAN (V.O.)
There's a whole bunch of Kennedys  just checked into Myrna's. I seen 
'em myself.

			PETERS
You mean THE Kennedys, with the big teeth and liberal ideas?

			WOMAN (V.O.)
Them's the ones. They're already startin' to clean out the liquor 
stores. I heard them orderin' some of that Dom Perry whiskey.

			PETERS
Which Kennedys was it precisely?

			WOMAN (V.O.)
I don't know them all, but one is Caroline and another one is Teddy and 
they are with a foreign fella. I just thought you'd like to know.


She hangs up. Peters roots through the papers on his desk, finds his 
small tape recorder, LEAPS to his feet.

			PETERS
Clyde, we've got a hot one! Put down that dust rag and let's go!

EXT. - MOTEL SWIMMING POOL - LATER

Jimmy Boleto spots Melissa Knox sitting on the edge of the pool. She's 
in a bikini, still in the black wig. Jimmy approaches her, but he's 
intercepted by her bodyguards, who throw him to the ground and frisk 
him. The bodyguards wear sunglasses, tropical shirts. Melissa waves 
them away and calls him over.

			MELISSA
Sorry about that. Sometimes my uncles get carried away.

			JIMMY
Jeez Louise.

			MELISSA
I'm Caroline Kennedy. No relation to the famous one.

			JIMMY
Jimmy Brown.

They shake hands.

			JIMMY
Have we met? There is something familiar about you.

			MELISSA
I get that a lot. No, I don't think we've met, but it's nice to meet 
you. I'm from Indianapolis, here on a little vacation. How about you?

			JIMMY
So am I, on little vacation, I mean. My friend Frankie and I were 
passing through and liked the scenery so much we decided to stay a few 
days. 


			MELISSA
It's a nice area, not too crowded. Where are you from?

			JIMMY
Miami. Have you ever been there?

			MELISSA
Oh, yes, at least once a year for a night or two. What do you do there?

			JIMMY
Oh, this and that. Right now we are promoting a few bands, setting up 
shows around the state.

			MELISSA
I don't believe it! I'm in the business, too - 

		(back-peddling)
That is, I do a little singing at county fairs and so forth.

			JIMMY
How about that. Maybe you could audition for us sometime.

			MELISSA
Maybe I will. In the meantime, what do you do for fun around here? I 
didn't see interesting clubs on the way into town.

			JIMMY
There isn't much, a few bars and restaurants. One place looks like it 
might have some potential, a nightclub called the Pink Pelican. Maybe 
we can check it out later.

			MELISSA
Sounds like a plan. I'm in Room 129.

Peters arrives, led by Jukes. He's got his tape recorder in one hand 
and a white cane topped by a Nazi eagle in the other. He WAVES the cane 
wildly.


					PETERS
		Which one of you is Teddy?

					FIRST BODYGUARD
		That would be me.

Jukes leads Peters to the first bodyguard. Peters thrusts the tape 
recorder toward the bodyguard's face.

					PETERS
Senator, when are you going to come clean about Chappaquiddick? How 
long do you think you can perpetuate this cruel hoax on the American 
people?

			FIRST BODYGUARD
You are talking to the wrong person.

			PETERS
No, Senator, I'm talking to the right person, the only person who can 
lay this mystery to rest! Where were you headed on that tragic night - 
for a midnight swim?

			FIRST BODYGUARD
I don't swim.

			PETERS
	(into the tape recorder)
Aha! Folks, you heard it here first. Now it is revealed why the 
esteemed senator from Massachusetts has been so reluctant to discuss 
his behavior that night - he can't swim! He just said so himself!

			FIRST BODYGUARD
Get out of here, you maniac.

			PETERS
Not before I ask you one more question, Senator.


			PETERS (CONT'D)
Before God and the American people, what happened that night in the 
Kennedy compound in Palm Beach? What happened the night your nephew had 
his way with that poor girl? What about it, Senator?

The bodyguard picks up Peters by his neck and his belt and THROWS him 
into the swimming pool. In mid-air Peters TOSSES the tape recorder 
aside. It's retrieved by Jukes.

The second bodyguard takes Melissa's arm.

					SECOND BODYGUARD
		We need to go inside, Miss.

					MELISSA
					(to Jimmy)
		See you later.
					
					JIMMY
		I'll pick you up around ten.

The bodyguards lead Melissa away. Peters climbs out of the pool.

					PETERS
We did it, Clyde. We got the story of the decade!

He trips over a deck chair. Jukes rushes to help him up. Jimmy watches 
from poolside.

					JIMMY
				(to himself)
		This Star City is one crazy place.

EXT. - MOTEL OFFICE - LATER

Libby arrives as Max toils behind the desk.

					MAX
Well, there you are. I was beginning to think you got lost. If you will 
take over, I think I'll call it a day.

			

			LIBBY
Sorry to be late. John was showing me the sights and stuff. Anything 
happening?

			MAX
The usual, a few customers and a steady stream of tourists wanting 
directions to Disney World. One bunch of check-ins was a little odd, 
though. The young girl claimed to be Caroline Kennedy.

			LIBBY
THE Caroline Kennedy?

			MAX
Frankly, I couldn't tell what she was up to. But I had to call all over 
town to find Dom Perignon and papaya juice. Anyway, I put them into 128 
to 131. Now I'm gonna take your advice and take it easy for the rest of 
the day.

He leaves. Nancy breezes in. She advances on Libby with hand extended.

			NANCY
I don't believe we've met, although I've seen you around town. Nancy 
Owen. And you are Libby Thomas, Max's charming granddaughter. So nice 
to meet you.

			LIBBY
Same here.

			NANCY
You don't look a thing like Max, which is to the good, bless his heart. 
Where is the old boy, anyway?

			LIBBY
He's taking the rest of the day off. He's been working hard.


			NANCY
Of course he has. He's much too old to be running a business like this. 
It's enough to wear out a much younger man. I'm surprised that you 
don't insist he give up this place and retire.

			LIBBY
Oh, I wouldn't presume to do that.

			NANCY
You know, it's none of my business, but I heard that you and my ex-
husband are an item. I just hope you know what you're getting into.

			LIBBY
What do you mean?

			NANCY
He's really quite irresponsible. I'd hate to see you get hurt.

			LIBBY
		(dumbfounded)
John is your ex-husband?

			NANCY
Oh, yes. I thought you knew. I was married to him a few months last 
year before he was wounded.

			LIBBY
Wounded?

			NANCY
Yes, he was blown up in Iraq. Almost lost his leg. Didn't he tell you? 
Well, that's just like him.

			LIBBY
He told me he is a guitarist and music teacher.

			NANCY

Oh, he is, in a very modest way. His prospects aren't very bright, I'm 
afraid.


			NANCY (CONT'D)
Still, there's no reason we can't all be friends. In fact, some of us 
are dropping by the Pink Pelican tonight for a few drinks. We'd love 
for the two of you to join us. What do you say?

			LIBBY
Sure, I don't see why not.

			NANCY
Good. And why don't you bring your grandfather along? I'll bet he could 
use a night out.

			LIBBY
I'll ask him.

			NANCY
Very well, then. See you there. Toodles!


EXT. - MOTEL SWIMMING POOL AREA - DAY

Jimmy, still sitting on the edge of the pool, feels a hand on his 
shoulder. He looks up to find Tony staring down at him.

			TONY
Jimmy. Just the man I was looking for. Let's talk.

			JIMMY
		(terrified)
			
Hi, Tony.

Tony drags two deck chairs over. He and Jimmy sit facing each other.

			TONY
Your father is worried about you. He asked me to check on you. He said 
it's unusual for you to take time off like this without telling anyone 
in advance. How about it, Jimmy? Is everything OK?

					JIMMY
You know how it is, Tony. You get burned out, you need to take a little 
time. That's all.

			TONY
And the game in Jacksonville, how did that go? How many points are we 
talking about?

			JIMMY
It went even better than we'd hoped. The other team was caught 
completely by surprise and we were able to steal the ball with no 
trouble at all. Frankie and me scored about a million points in that 
game.

			TONY
A million points. Not bad. Where's the trophy? I'd like to see it for 
myself. 

			JIMMY
		(trembling)
Well, the thing is, the trophy is missing right now. But it's only 
temporary. We know it's around here somewhere and we're going to find 
it. Very soon now. Very soon.

			TONY
Missing. How did it end up missing?

			JIMMY
Well, that's the thing. We don't really know. We had it when we checked 
in here, and when we woke up this morning it was gone. It just vanished 
from beside my bed.

			TONY
Nobody else had been in the room? No girls, no maids, no hookers?

			JIMMY
No, I swear. Just Frankie and me.


			TONY
You know, Jimmy, things just don't vanish. People make them vanish. And 
whoever made this trophy vanish is going to regret it big time. You 
understand that, don't you?

			JIMMY
Oh, yes, Tony. I understand it.

			TONY
And if you don't get it back pretty quick, you and Frankie are gonna 
regret it big time too. You understand that, don't you?

			JIMMY
Yes, Tony.

			TONY
Good. I won't tell your father about this right away, but I can only 
give you a couple of days to get that trophy back. After that, I tell 
him and things get more serious. You get me?

			JIMMY
I get you, Tony.

			TONY
All right. If you need me, I'll be in Room 131. I'm with the girl you 
were talking to, Caroline Kennedy, and her mom. I'm acting as their 
adviser, temporarily. If we see each other around, don't act like we 
know each other. I'll contact you later. OK?

			JIMMY
OK.

Tony gets up and leaves. Jimmy remains sitting, sweating profusely.



INT. - JOHN'S LIVING ROOM - DAY

John lies on the couch. His cell phone RINGS. He answers.

					JOHN
		John Day.

EXT. - MOTEL OFFICE - DAY

Libby sits in a chair outside the motel office with her cell phone to 
her ear. 

					LIBBY
		Am I disturbing you?

INTERCUT JOHN'S LIVING ROOM/LIBBY IN CHAIR
					
			JOHN
Not at all. I was just thinking about you. In a lewd and lascivious 
manner, I might add.

			LIBBY
Funny you should say that. I was talking to your ex-wife. She seems to 
think you're something of a loser. Is she right?

John sits up. She has his attention.

					JOHN
You should take anything she says with a large grain of salt. And a 
shot of tequila to wash it down.

			LIBBY
I wasn't born yesterday. I know people tend to exaggerate the flaws of 
their exes. But you might have told me you had been married, especially 
to her. She's all over this town, for God's sake.

			JOHN
Wait a minute. I didn't tell you only because you didn't ask and it 
didn't come up.


			JOHN (CONT'D)
I wasn't hiding anything. I didn't ask you whether you had been married 
or not. I don't care . . . You haven't, have you? Been married, I mean.

			LIBBY
No, but if I lived in a town where I had been married to someone 
everyone knew, and I met you there, I would tell you. And you didn't 
tell me you had been wounded in Iraq, either. I didn't even know you 
had been in the Army.

			JOHN
Again, it didn't come up. Are you going to hold that against me? That I 
was in Iraq or that I was wounded? If you are, just say so.

			LIBBY
I don't care about that. I mean, I care that were wounded, but I don't 
blame you for having served in Iraq. It's just that I found out a lot 
of stuff I didn't know and it was a little hard to absorb all at once. 

			JOHN
Like I said, when dealing with Nancy, take lots of salt and tequila.

			LIBBY
OK, it's no big deal. The real reason I called was to ask you to go out 
tonight. There's a place I've been wanting to check out, the Pink 
Pelican. Do you know it?

			JOHN
Sure, I sit in with the band there sometimes, old friends of mine. It's 
not a bad place, kind of loud and rowdy, but not bad.


			LIBBY
Good. I feel like being loud and rowdy. I want to bring Max, too. He 
needs to get out on the town. Pick us up about ten, OK?

			JOHN
Jeez, I've never been on a date with a girl and her grandpa before. 
Sounds kinda kinky.

			LIBBY
You got a problem?

			JOHN
No, no. Ten it is. See you then.

INT. - RADIO STATION - DAY

J. Fenwick Peters works on a notebook computer at his desk, his face 
two inches from the screen. Clyde Jukes sits nearby with his feet up, 
drinking a soft drink.

					PETERS
Clyde, how does this sound? "This is a special report from J. Fenwick 
Peters, WR&R news director. Today this reporter conducted an exclusive 
interview with Sen. Edward Kennedy, the senior senator from 
Massachusetts, at a secret Kennedy hideaway just a few miles from our 
studios."

			JUKES
Sounds great, J. Fenwick. You gonna get that on the air right away?

			PETERS
Of course not. This is too good to be a regular news story. I'm saving 
it for the five o'clock report. We'll catch the day shift leaving 
Kennedy Space Center and the tourists on their way back from Disney 
World.



			JUKES
That's right smart. But, you know,  I thought that fella was fatter.

			PETERS
What fella?

			JUKES
That Kennedy fella. Somehow I had the idea that he was a heavyset 
fella. I didn't notice him being heavyset when we saw him this morning, 
though. He was just big.

			PETERS
You never know with those Kennedys. He probably went to one of those 
fancy-schmancy fat farms. One of those places where they charge you a 
thousand dollars a day to wean you off of hamburgers and milkshakes.

			CLYDE
Maybe so. I just thought he would look different, that's all.

			PETERS
I'll do the thinking around here, Clyde. And after this report hits the 
airwaves I won't be around here much longer. Those big news stations in 
Orlando and Miami will be after me like drunk sailors after a ten-
dollar hooker.

			CLYDE
I guess you're right, J. Fenwick. I just hope you'll remember me after 
you hit the big time. 

			PETERS
	(preoccupied with his work)
Of course I will, Clyde. Of course I will.





EXT. - MYRNA'S MOTEL - DAY

A black Lincoln Town Car is parked in a space alongside several other 
cars. Another car, an anonymous rental compact, approaches.

INT. - E.A.G.L.E. CAR

The unseen driver pulls into a space near the Town Car, stops. The Town 
Car is visible through the passenger side window. The driver's right 
hand lifts a cell phone equipped with a GPS tracking program. The 
blinking cursor indicates the Town Car. The driver, whose face remains 
unseen, then uses the same phone to place a call. His voice identifies 
him as a male.

					DRIVER (V.O.)
The tracking program works beautifully. Installing the GPS beacon on 
the rental car was a very prudent move. Our girl is staying at a cheesy 
motel in Star City called Myrna's. Hardly where one would expect to 
find America's pop princess. But then I guess that's why they chose it. 
Silly of them to think they could elude us with such a ploy. Yes, I'll 
keep you posted.

INT. - BANCROFT OFFICE - DAY

Nancy enters to find Larry behind his executive desk, tossing a 
miniature basketball into a miniature hoop mounted on the wall. He 
makes the shot. Nancy sits on the edge of his desk.

					LARRY
		He scores! The crowd goes wild!

					NANCY
		Glad to see you're hard at work.

					LARRY
I'm always hard at work, baby. And most of it goes on right up here.

He points to his forehead. 
  
					LARRY (CONT'D)
Picture this: It's a busy afternoon at the Bancroft Mall, with 
thousands of contented customers spending money hand over fist.

			NANCY
I like it.

			LARRY
It gets better. Listen. Suddenly - what's that? - there's something in 
the sky. It's a bird, it's a plane. No, it's a helicopter! Not just any 
helicopter but Bancroft Airways' Sky-Limo ferrying superrich clients 
from their hotels in Orlando, Tampa and Palm Beach.

			NANCY
Bancroft Airways? That seems a little ambitious, even for you.

			LARRY
Nonsense. You have to think big in this business. Get your mind around 
the concept. We could fly in John Travolta and Kelly Preston from 
Daytona Beach, Justin Timberlake from Orlando, P. Diddy and his friends 
from Miami. A few upscale customers like that and the Bancroft Mall 
would become an icon for the rich and famous. What do you think?

					NANCY
If anyone can pull it off, you can, Larry.	  	
		
			LARRY
Damn right, baby, because I see the big picture. I stay ahead of the 
curve. Don't forget that.

			NANCY
By the way, I arranged for the Kaplans to be at the Pink Pelican 
tonight, like you asked.


			NANCY (CONT'D)
The girl is a simpleton, a perfect match for my ex. But she and her 
grandfather are stubborn, I'll say that for them. I talked to both of 
them and neither would budge an inch on giving up the property. They 
are really determined to hold onto it for as long as they can.

			LARRY
Well, that's what tonight is all about. You can catch more flies with 
honey, you know, and we'll try spreading some honey around to get them 
to buzz off quietly. If they don't cooperate we can always swat them, 
and the bank is already drawing up the paperwork for that.

			NANCY
This is so exciting. By this time next year we could be watching our 
new mall go up and rubbing shoulders with some of the biggest 
developers in the state.

			LARRY
You got that right.

			NANCY
I can't wait until we expand our operation from the Panhandle to Key 
West. There's so much land just lying around with trees on it, just 
waiting to be put to good use. We could build malls from one end of 
Florida to the other. Doesn't it make you excited?

			LARRY
It sure does, baby, but you get me even more worked up. 

He pulls her around the desk, onto his lap.

			NANCY
Oh, Larry, it's the middle of the day and all.


			LARRY
Think outside the box, baby, think outside the box. 

			NANCY
Oh, all right, but talk dirty to me. Tell me again about how we're 
going to get filthy rich.

EXT. - PINK PELICAN - NIGHT

The two-story converted ice house built in the 1920s has thick walls, 
curious gargoyles perched on its parapets. A wooden sign shaped like a 
pelican adorns the front. Jimmy, Melissa, Roxy, Tony and the two 
bodyguards pass through the heavy wooden front doors as ROCK MUSIC 
blasts from within. Melissa is incognito in her black wig, horn-rimmed 
glasses.  

The nightclub has booths along the walls, tables surrounding a dance 
floor. A small raised bandstand is in front. 

The group slides into a booth, Jimmy and Melissa in the middle. A 
waitress takes their drink orders, then shares some news.

					WAITRESS
Did you guys hear that the Kennedys are in town? I heard it on the 
radio. Some of them are staying at Myrna's.
		
She leaves. Melissa and Roxy exchange pained looks.

					MELISSA
Oops! Maybe my cover story was a little too dramatic.

			ROXY
Just a tad. Too late to worry about it now, though.

Larry Bancroft and Nancy Owen enter, find a table beside the dance 
floor. Larry makes a big show of ordering drinks for acquaintances at a 
nearby table.


John Day, Libby Thomas and Max Kaplan enter. Larry waves them over to 
his table, asks them to sit. They reluctantly agree. Larry orders 
drinks all around, then turns to Max.

					LARRY
Max, I heard about your problems at the motel and I can't tell you how 
concerned I am. I certainly hope you are able to meet your deadline. I 
would hate to lose you as a fellow businessman and fellow member of the 
Chamber.

			MAX
So nice of you.

			NANCY
Max, you should really get out of that place and get into something 
less stressful. A man of your years.

			MAX
I'll get by. I always have.

			LARRY
Maybe I could help you. You know I've wanted to by your property for a 
while now. Your current problem could be a blessing in disguise for 
both of us. I would be willing to assume your mortgage and provide you 
with a nice cash bonus besides.

			MAX
I don't think so.

			LARRY
How about fifty thousand dollars? That's a nice piece of change you 
could use to begin your retirement right away. How about it?

The nightclub's sound system suddenly goes silent. Max starts to reply 
to Larry, but he's drowned out by microphone feedback from the stage. 
The band, ICY BEE AND THE BOYS, is back from a break. 


The band's frontwoman is a neo-punker with spiked hair, leather jacket 
and multiple body piercings. She yells into a microphone.

					ICY BEE
Who wants to sing with us tonight? Who's good at karaoke? Who's got the 
balls?					

The audience titters, but no one volunteers.

			ICY BEE
Come on, don't be shy. Who wants to sing a song for us?

Again no one volunteers, so Jimmy raises his hand, points to Melissa 
and yells.

			JIMMY
Right here! I nominate this girl right here!

Several people APPLAUD. Melissa shrugs and starts to get up. Roxy puts 
a cautionary hand on her arm, but Melissa reassures her it's no big 
deal and goes up to the stage. More people APPLAUD. 

Melissa whispers with Icy Bee, who confers with her band members.

					ICY BEE
OK, give it up for Caroline Kennedy! . . . No relation!

The band launches into Melissa's latest bubblegum hit "My Sexy Teddy 
Bear."

					MELISSA (sings)
		I play with you,
		You're always there.
		I trust in you
		Because you're fair
		I sleep with you
		Because you care
		You are my sexy teddy bear.


Surprised by her talent, the crowd cheers wildly. Melissa begins to pop 
and lock, but checks herself and settles for some geeky footwork. She 
finishes the song to THUNDEROUS APPLAUSE, returns to her seat quickly.

As she sits down, someone YELLS "You're almost as good as Melissa 
Knox!" 

					JIMMY
		I didn't know you could sing.

			MELISSA
I told you I sing a little. It's just a hobby.

			JIMMY
Well, you did great. We definitely want you to audition for us 
sometime. 

Across the room, Max sees that Icy Bee and the Boys are tuning up 
again, so he leans close to Larry to get his point across. 

					MAX
Look, I've already told you I'm not going to sell out. You can forget 
it. And I'm sorry you wasted your money trying to convince me 
otherwise. Now if you will excuse me, I'm going home.

He gets up. Libby grabs her purse, stands.

			LIBBY
I'm coming, too.
		
		(to Nancy}
So this is why you wanted us to come here tonight.	Better luck next 
time.

John scrambles to his feet, joins Max and Libby as they leave.


					LARRY
		(to Nancy)
So much for the honey. I guess we'll have to swat them. But first, just 
for the fun of it, let's see if we can break up that romance between 
the girl and the music teacher.

			NANCY
Count me in. How do we go about it?

			LARRY
You'll pay him a visit tomorrow morning and rediscover your love for 
him. Tell him you have changed your mind and want to get back together.

			NANCY
I don't know if he will buy that.

			LARRY
Show him that you mean it. I'll make sure she shows up shortly after 
you do, just in time to catch you two in the act. Think you're up for 
it?

			NANCY
No problem. I can still wrap him around my little finger.

			LARRY
I don't care which finger it is, as long as you wrap him up good.

INT. - WISEGUYS' ROOM - LATER

Frankie lies on his bed reading a magazine. Jimmy enters, smiling 
broadly.

					JIMMY
		So what's new? Anybody turn up with 		our money 
yet?


					FRANKIE
Nothing happening. Somebody threw up in the parking lot earlier, that's 
all. How was the club?

			JIMMY
Off the hook, dude. That Caroline has some great pipes on her. It's too 
bad we're not really in the music business. She has a lot of potential.

Jimmy takes a bottle of beer out of the minibar, opens it, sprawls on 
his own bed.

			JIMMY
How are you doing with the festival work? Did you order those frog 
legs?

			FRANKIE
I ordered them, all right, and some other stuff, too. They said they 
would be here in a couple of days. They are flying some of it in and 
trucking some of it in. 

			JIMMY
I'm impressed.

			FRANKIE
You should be. I hope that you appreciate that I'm doing all this work, 
and I also have to put with that bitch Nancy. I hope you remember that 
when you take over the family.

			JIMMY
This must be Dump on Jimmy Week because I'm getting it from everybody. 
By the way, I ran into an old friend today, Tony Trocadero. He's 
staying here, just a few doors down.

Jimmy's eyes widen in horror.


					FRANKIE
Jesus, Jimmy. He's after us. We've had it.

			JIMMY
Chill out. We had a nice talk and it's not that bad. Tony said my old 
man is just concerned about us, that's all. He sent Tony up here to 
make sure we're all right. That's all there is to it.

Frankie is unconvinced and looks it.

			FRANKIE
I don't know, Jimmy. Everybody knows Tony Trocadero is bad news. When 
he shows up people tend to disappear.

			JIMMY
Don't worry about it. In fact, I went ahead and told him the money is 
missing. Figured he would find out anyway, and it was better he heard 
it from me.

Frankie grabs his head and moans.

			FRANKIE
We've had it! we've had it for sure!

			JIMMY
Chill out, dude, he's cool. He gave us a couple of days to find the 
money before he tells the old man.

			FRANKIE
OK, Jimmy, but we've got to think of something or he's gonna whack us 
for sure.

			JIMMY
		I know, I know. But right now I'm 		
	gonna get some sleep. We'll think 			about it 
in the morning and come up 		with a plan.


EXT. - STAR CITY COMMUNITY COLLEGE - DAY

Students swarm across the campus.

INT. - CLASSROOM

John Day winds up his music appreciation class. He finishes writing a 
homework assignment on the blackboard, turns to the students.

					JOHN
Next time I see you all of you will have listened to the Muddy Waters 
album and be prepared to discuss his impact on modern R&B. See how 
optimistic I am? Now get out of here.

The class empties. 

EXT. - JOHN'S HOUSE - LATER

John pulls his Mustang into his driveway. Nancy's BMW roadster is 
parked on the street. He gets out of his car, finds Nancy waiting for 
him on the front porch.

					JOHN
You have another festival update for me already? Don't tell me I'm not 
allowed to even attend the thing.

John unlocks the door, they enter. As they walk, Nancy rubs her hand 
along his back. 

Benny lies beside the fireplace. He lifts his head, WAGS his tail.

			NANCY
Don't be grouchy. I came over looking for a little sympathy. Larry and 
I had a fight after you guys left last night. He's a real creep. I need 
your shoulder to cry on.


			JOHN
You never needed anyone in your life. What are you up to now?

Nancy wraps her arms around his neck and holds him close.

			NANCY
A person can change. I've changed a lot lately. For one thing, I 
realize that I was better off with you in terms of sexual 
compatibility, if you know what I mean.

			JOHN
I know what you mean, but I'm not buying it.

			NANCY
It's true. Larry talks a good game, but in that department he's - 
what's that phrase you use? - all hat and no cattle. Let's be friend 
again.

She kisses him on the mouth. He weakens, then pushes her away.

			JOHN
Forget it. I don't know what you're up to, but I don't want any part of 
it. You showed me what you were really like when you dumped me via 
airmail while I was in that Army hospital in Germany.

			NANCY
Oh, come on. Let bygones be bygones.

			JOHN
		If you need a friend, I suggest you 		call 
Larry's buddies at the Chamber 		of Commerce and tell them 
you're 			available. If they don't know it 			already.


Nancy's temper flares.

			NANCY
Now wait a minute! You can't talk to me like that. I may have my 
faults, but I'm not the slut you're always making me out to be.

			JOHN
Really? You could have fooled me.

She SWINGS at him. John DUCKS. Seeing that John is under attack, Benny 
LUNGES FORWARD, BITES Nancy on the ass, holds on.

Nancy SCREAMS, shakes her backside, lifts Benny off the floor. Finally, 
he releases her, retreats to his bed.

					NANCY
				(to John)
I should sue you, you bastard. And I would, too, if you had any 
insurance.

			JOHN
I'm sorry about that. He's never done that before. I'll drive you to 
the emergency room, if you want.

Nancy groans, rubs her ass.

			NANCY
I might need a tetanus shot, but I don't know if he broke the skin. Can 
you see any blood?

She unbuckles her belt, drops her shorts. At that moment, Libby walks 
in.

					LIBBY
What's up? I got a note that you called. Do you -

Her eyes widen as she takes in the scene.

					LIBBY
		I've gotta go.

She exits, SLAMS the door. 


					NANCY
				(taunting)
		Someone's in big trouble.

					JOHN
Get out. There's no blood on your ass, but there's going to be if you 
stay here a second longer.

Nancy pulls up her shorts. John grabs her arm and drags her to the 
door.

			JOHN
Get out and don't come back.

			NANCY
Oh, screw you. You better go ask your girlfriend to forgive you while 
you still can. Pretty soon she and her grandpa are going to be out on 
the street, and Larry and I will be tearing down that fleabag motel to 
build a mall. Then we'll see how you like that tune, Mr. Music Teacher.

John opens the door, shoves her through it, bolts the door.

			JOHN
		(to Benny)
Look, you, I'm gonna take some aspirin and go back to bed. I don't want 
to hear a sound out of you for the rest of the day.

Benny puts his head down and lies very still.

INT. - WISEGUYS' MOTEL ROOM - DAY

Jimmy is still asleep. Frankie gets up, dresses quietly. He takes a 
silent inventory of his gear - gloves, ski mask, baseball cap, pillow 
case and handgun. As he prepares to go out, he mutters to his sleeping 
partner.

			FRANKIE
You think I'm just a screw up, don't you, Jimmy?


			FRANKIE (CONT'D)
You think I can't do nothin' without you telling me what to do. Well, I 
know one thing. We need a lot of money fast and there's only one place 
around here that has a lot of money. I'm going to where the money is. 

He puts on the baseball cap and sunglasses, slides a clip into his 
handgun, slips the gun into his pants pocket and leaves the room.

EXT. - STREET 

CONTINUOUS: Frankie pulls the black Cadillac out of the motel parking 
lot onto the highway. The camera follows the car past typical suburban 
sprawl into Star City.

EXT. - BANK

The Star City First National Bank, a modern, two-story structure, sits 
complacent, ripe for plucking.

EXT. - STREET

CONTINUOUS: Frankie pulls into the parking lot of an empty store a half 
block from the bank, leaves the car, walks briskly to the bank. 
Outside, he pauses, dons the ski mask and gloves, enters.

INT. - BANK

CONTINUOUS: Frankie walks head down, shoulders hunched, right hand in 
pants pocket to the teller cages. Several cameras high on the walls 
track his progress.

Two tellers, a MALE and FEMALE, talk with two customers, an OLD LADY 
and OLD MAN. Frankie negotiates the velvet ropes and waits politely 
behind the elderly pair. Their complaints are highly audible.



					OLD LADY
How can you say my account is empty? I had six thousand dollars in 
there and I need it for my hip surgery.

			MALE TELLER
I can't help you, ma'am. The computer shows that all your money was 
withdrawn last week from our branch in Opa Locka. Somebody must have 
gotten hold of your account number and stole your identity. That's the 
way it goes. 

			OLD LADY
Oh Lord! What can I do?

			MALE TELLER
Well, if you appeal to the Federal Deposit Insurance Corporation, you 
might get your money back eventually. Next!

Looking stunned, the old lady steps aside and begins to weep. Frankie 
steps up to the window.

			MALE TELLER
We don't allow hats or masks. You will have to remove your mask and hat 
before I wait on you. 

Hearing this, the old lady sidles up beside Frankie and WAGS her finger 
at the young man.

					OLD LADY
You're a very rude young man. I have kept my money in this bank for 
forty-nine years, and never have I encountered such a rude employee as 
you are.

Frankie gently pushes the old lady aside.

			FRANKIE
		(to old lady)
Please, lady, I'm doing business here.

Frankie takes out his handgun and lays it on the counter.


			MALE TELLER
We don't allow masks or firearms in this building. You must hand over 
your mask and firearm and I will give you a receipt for them. Then, 
after you complete your transaction, you can give me the receipt and I 
will return them to you.

Hearing this, the old man at the next window moves close to Frankie and 
peers at the gun.

			OLD MAN
What kind of a gun is that, a Baretta or a Glock? I'll bet it's a 
Glock. I carried a Colt automatic myself back in the big war. Of 
course, that was way before your time. How many bullets can that thing 
hold?

Frankie ignores the old man and TAPS his index finger onto the counter 
next to the gun.

			FRANKIE
		(to male teller)
Look, I want all your money, no dye packs or bait money. Clean out the 
drawers and the vault. Make it snappy or I'll shoot you.

The male teller SHAKES his head in disgust.

			MALE TELLER
		(to female co-worker)
Courtney, do you have a robbery manual? I lost mine. Are we  supposed 
to push the silent alarm before we give up the money or after. Do you 
remember?

			FEMALE TELLER
I'll look it up for you.

Frankie picks up the gun, WAVES it menacingly at both tellers.


					FRANKIE
No silent alarms! Just get the money and put it in this pillow case.

He hands the pillow case to the male teller, who begins filling it with 
money.

					MALE TELLER
This is very irregular. This will result in a lot of paperwork for us 
that we really don't need.

			FRANKIE
Too bad. Just keep filling up that pillow case. You too, Courtney, and 
get the money out of the vault.

			MALE TELLER
No way. The vault is on a time lock and won't open until this 
afternoon. Besides, nobody but the manager can open it. There isn't 
much money in these drawers, I'm afraid. 

			FRANKIE
Oh, all right. I don't have time for this. Just give me all the money 
you have.

The old man sidles up closer to Frankie.

					OLD MAN
Say, boy, could you let me have some of that loot? The bank took the 
last of my money out of my account because I was late paying my 
electric. I got nothin' to eat but macaroni and cheese 	until the 
first of the month when my Social Security comes in.

			FRANKIE
All right, meet me outside and I'll give you a little to tide you over.

			OLD MAN
Hot diggety!

Having overheard, the old lady moves in on Frankie. 
			OLD LADY
What a nice young man you are, not like these two pipsqueaks.

She WAGS a finger at the tellers.

			OLD LADY
I really need some money for my blood pressure medicine. Could you 
possibly spare me a little?

			FRANKIE
Oh, all right. Follow me outside.

Courtney finishes emptying her drawer, hands the pillow case to 
Frankie. He starts to RUN, but pauses to wait for the old couple. They 
toddle along, with Frankie twitching impatiently, until all three exit 
the bank.

Frankie RIPS OFF his gloves and mask, stuffs them into his pockets.

					FRANKIE
				(to the old man)
		How much to you need? Quick!

					OLD MAN
		Five hundred ought to do 'er.

Frankie COUNTS the money into his hand.

					FRANKIE
				(to old lady)
How much is your blood pressure medicine?

			OLD LADY
		
About six hundred.

			FRANKIE
Six hundred! Jeez, can't you order it from Canada?

			OLD LADY
I'm afraid to. My neighbor did that, and her doctor turned in to the 
feds. Now she's doing time.

Frankie, grumbling, counts out the money.

					FRANKIE
Five hundred, five-fifty, five-ninety, five-ninety-five - Hey, that's 
all there is! You guys have bled me dry. Here -

He pulls out his wallet, hands the old lady a bill.

					FRANKIE
There. That makes six hundred. Now you guys beat it before the cops get 
here.

Gushing their thanks, the old people toddle off. Frankie stuffs the 
pillow case into his pocket, walks briskly in the opposite direction, 
toward his car. SIRENS are heard in the distance.

INT. - WISEGUYS' ROOM - LATER

Frankie enters, unloads his robber gear from his pockets. Jimmy wakes 
up groggily.

			JIMMY
What do you know, Frankie boy? You didn't come into a million bucks 
overnight, did you?

			FRANKIE
		Not even close, Jimmy. Not even 		
	close.


EXT. - BANCROFT OFFICE - DAY
	
Larry is at his big desk, Peters sitting opposite him. A small tape 
recorder is on the desk. Larry drones on about the upcoming festival.


					LARRY
		. . . So we expect it to be the 		
	largest and most successful annual 		festival in Star 
City's history.

Larry WAVES his hand over the tape recorder.

					LARRY
Let's go off the record and I'll tell you some real news.

Peters grabs the recorder, stashes it in his lap.

					LARRY
OK, here it is: The new mall I've been planning for years soon will 
become a reality. The only obstacle left is getting the Kaplans out of 
that motel, and that should happen within the week.

			PETERS
You mean old Max Kaplan is giving up Myrna's? I thought he would die 
before he let that place go.

Larry LEANS BACK, locks his hands behind his head.

			LARRY
That was in the past. Things change. Let's just say that hard times 
have caught up with Kaplan.
He has defaulted on his mortgage and will be out on his ear within 
days. I've arranged the whole thing with the boys over at the First 
National. I'll acquire the motel property for peanuts. When it's mine, 
the mall with get the final green light from the City Council.


			LARRY (CONT'D)
I've got that all worked out, too.

			PETERS
Wow. You've got it all wired, all right.

			LARRY
Yes indeed. When that mall is finished, I'm going to own this town and 
everyone in it, from the City Council on down. Then you will see some 
real growth around here. Just you wait. Now turn that tape recorder 
back on and let's finish up the festival crap.

EXT. - COLLEGE CAMPUS, TAMARAC - DAY

CONTINUOUS: The administration building of Florida Comprehensive 
University in Tamarac. Students wander in and out, but the camera 
focuses on a bearded PROFESSOR who emerges and heads for the parking 
lot. 

Two large GOONS fall into step on either side of him, discreetly take 
his arms.

			FIRST GOON
We need to talk. Just take a minute.

The professor stammers protests, but the goons lead him past his car to 
a dark Lincoln Continental. They shove him inside, get in themselves 
and DRIVE AWAY.

EXT. - GENERIC MOTEL NEXT TO I-95 - LATER

CONTINUOUS: The Continental pulls into the motel parking lot. The goons 
lead the professor into a room.

INT. - MOTEL ROOM

Typical cheap motel room. Tony Bennett TUNE on the radio. Tony 
Trocadero stands in front of the dresser, waiting. 


					TONY
				(to the professor)
Make yourself comfortable. You might be here a while or you might walk 
out of here in a few minutes. It's up to you.

			PROFESSOR
I don't have much money, but you can take my credit cards and my ATM 
card. I promise not to report for twenty-four hours.

			TONY
Professor Rodney Blaine. We know your name and everything else about 
you. We don't want your money. But we know you are a member of a 
certain environmental group that also dabbles in extortion. You have 
chapters in several states and good connections in government and 
industry.

			PROFESSOR
I don't know what you're talking about. I teach environmental sciences 
at Florida Comprehensive University. I don't know anything about a 
nationwide group and I certainly don't know anything about extortion.

Tony sighs, opens a dresser drawer, withdraws a STUN GUN. He presses 
the trigger, electricity CRACKLES between the electrodes.

			TONY
		(to the goons)
Strip him.

INT. - MYRNA'S MOTEL OFFICE - DAY

Libby is behind the counter. She looks grim, depressed. Dottie Treadway 
BURSTS IN, frantic.

			DOTTIE
Libby! Max just collapsed. Come quick!
			DOTTIE (CONT'D)
He was rubbing his chest and complaining that he couldn't breathe. The 
next thing I knew he was on the floor.

CONTINUOUS as they run out:

					LIBBY
		Oh, my God! Did you call 911?

					DOTTIE
Someone did. I gave him CPR and he finally came around. The ambulance 
is on the way.

INT. - MYRNA'S CAFé 

Libby and Dottie find Max sitting on the floor. A male customer has an 
arm around his shoulders.

			MAX
Don't have a cow. I'm all right, just a bad pain behind my breast bone.

The AMBULANCE CREW arrives, checks Max, puts on an oxygen mask, loads 
him onto a gurney.

					LIBBY
I'll take my car, Uncle Max. I'll be right behind you.

The paramedics leave with Max.

					LIBBY
				(to Dottie)
What happened? How long was he having chest pains?

					DOTTIE
Beats me. I saw him talking to a man in a suit who came in earlier. The 
guy gave him some papers and left. Max was reading the papers when he 
keeled over.



Libby LOOKS AROUND, sees a small stack of papers on the counter, picks 
it up. The top paper says in bold letters: NOTICE OF EVICTION. She 
THROWS DOWN the papers, digs in her pocket for her car keys.

			LIBBY
Hold down the fort, Dottie. I'm going to the hospital.

She RUNS to the door.

EXT. - WATERFRONT STAGE - DAY

Melissa Knox rehearses with her backup dancers on the temporary wooden 
structure. Loud BUBBLEGUM ROCK fills the air. The song ends.

					MELISSA
		OK, let's take five. 

She grabs a bottled water, drinks, then spots a security guard blocking 
Jimmy Boleto from approaching her.
			MELISSA
		(to the guard)
It's OK, Robert. I know that guy. Let him come over.

			JIMMY
Well, if it isn't Caroline Kennedy. You look different without the 
black wig. You almost look like a rock star.

			MELISSA
Sorry about that. It was a security thing, so I had to fib about my 
name. I guess the cat's out of the bag now.

			JIMMY
I would say so. Everyone around here was excited about Caroline Kennedy 
being in town. Now they find out she's been replaced by Melissa Knox 
and they're really going nuts. 


			MELISSA
It's an occupational hazard. It goes with the territory. I hope you 
aren't mad at me for stringing you along like that. We had a great time 
at the Pink Pelican, didn't we?

			JIMMY
Yeah, and afterward.

They both smile, sharing the memory.

					JIMMY
I suppose you will leave town tomorrow night and never look back. No 
reason to remember the losers you hung out with here.

Melissa frowns, screws the top back on the water bottle, TOSSES it into 
a nearby trash barrel.

					MELISSA
Now you're sulking. Look, if you think I'm gonna run off and forget 
about you, you can stop worrying, because I'm not. My tour is about 
over and I'll be going back to Indiana after this show, but I'll give 
you my phone number. Just don't give it to anyone else. Do you have a 
pen?

He comes up with one. She rights the number on his palm.

					MELISSA
If you want to come see me in Indiana, you can. Just give me a call 
first, OK?

			JIMMY
I'll take you up on that. Now how about a goodbye kiss? I probably 
won't see you before the show tomorrow night.



			MELISSA
		(to the guard)
Hey, Robert, you didn't see this, OK?

The security guard rolls his eyes, turns his back. Melissa and Jimmy 
exchange a quick kiss. The dancers HOOT and CAT-CALL.

					MELISSA
Now get out of here. I've got a rehearsal to finish.

INT. - HOSPITAL ROOM - DAY

Libby sits beside Max's bed reading from a newspaper. John KNOCKS on 
the open door, enters.

					MAX
				(to John)
Come in. I was wondering where you were. Haven't seen you around.

Libby looks uncomfortable, but says nothing.

			JOHN
I've been pretty busy with my classes, but never mind about me. How are 
you doing? I heard you decided to take a nap on the floor of the café.

			MAX
Very funny. You should be a comedian. I just had a little problem with 
my heart. The doc said I don't need surgery yet, but he put me on a 
diet. It's very simple: If it tastes good, I can't have it.

John hands him a news magazine.

			JOHN
This should help keep your blood pressure up.




			MAX
Thanks, but I lost my specs, so Lib will have to read it to me. I feel 
like an invalid and I can't stand it. The doc said they will let me out 
of here tomorrow morning, and I'm counting the minutes.

			LIBBY
So am I. When you get home there are going to be some changes. No more 
twelve-hour workdays. No more cigarettes with your night-caps. I know 
you sneaked them. I could smell it.

			MAX
All right, all right. Enough with the Gestapo stuff. I promise to be a 
good boy. Now why don't you and John go have a cup of coffee in the 
waiting room. I know you two have better things to talk about than my 
plumbing.

			LIBBY
		(to John)
I could use a Coke. How about you?

			JOHN
Sounds good. Thanks, Max. I'll see you tomorrow. Get some rest.

Libby slips her purse onto her arm. She and John leave.

EXT. - HOSPITAL WAITING ROOM 

Plastic tables and chairs. Vending machines along one wall. A few other 
people. John buys two Cokes. He and Libby sit at a table.

					JOHN
I want you to know there was nothing going on between me and Nancy. 
Benny took a bite out of her butt and she wanted me to check for blood. 
That's all there was to it.

Libby laughs, spraying Coke.

					LIBBY
		I wish I had been there for that.

					JOHN
		It was something to see.

			LIBBY
Max's heart attack, or whatever it was, didn't just come out of the 
blue. They served him with an eviction notice. Larry Bancroft and the 
others at the Chamber of Commerce are working together to force us out 
and take over the property. I hate to see it happen. Max doesn't 
deserve to lose and they don't deserve to win.

John reaches across the table, takes her hand.

					JOHN
I wish there was something we could do, but that's the way life is. The 
bad guys seem to win most of the time.

			LIBBY
We're not done yet. Not by a long shot.

EXT. - ROXY'S ROOM AT MYRNA'S - DAY

Roxy sits in a chair chewing her fingernail and watching her cell 
phone, which rests on the chair arm. After a moment it RINGS.

			ROXY
Go.


INT. - CONTINENTAL ON I-95 - SAME TIME

Tony Trocadero, in front passenger seat, talks on his cell phone.


					TONY
Here's the deal. They plan to do something in Star City tomorrow night, 
but it's not supposed to hurt her. They want to embarrass her, make an 
example of her for the other celebrities on their list. 

INTERCUT ROXY/TONY

			ROXY
Those bastards.

			TONY
The problem is, we couldn't find out exactly what they have planned. 
Our source doesn't know and he's high up in the group.

			ROXY
What the hell are you saying, that you still don't know what they're 
going to do? The show is less than twenty-four hours away and you don't 
know what they plan to do to my daughter?

			TONY
That's the situation. My recommendation is the same: Cancel the show 
and take Melissa back to Indianapolis tonight. Better safe than sorry.

			ROXY
Damn it, I called Joe because I don't want to cancel any shows! There 
are millions of dollars at stake. I want those people taken care of 
without the cops being called in and without the tour being disrupted. 
The show will go on, and I'm holding you personally responsible for my 
daughter's safety, so you better get back up here fast. You got that?

			TONY
I'm on my way.


			ROXY
Good.

She turns off the cell phone, lights another cigarette.

INT. - WISEGUYS' MOTEL ROOM - LATER

Jimmy and Frankie are lounging around eating snacks and watching TV. 
There's a KNOCK at the door. Jimmy turns off the TV as Frankie opens 
the door. Joseph Boleto enters followed by Tony Trocadero.

					TONY
Your time is up. That's the bad news. The good news for you two is that 
we have more to worry about than that missing million bucks. I'll let 
Joe explain.

			JOE
What a couple of jerk-offs. First you lose my money and then you lie 
about it. Then you screw around here hoping to find it again. Well, 
it's time to grow up and get serious. We've got a job to do tomorrow, a 
big job.

			JIMMY
What kind of a job?

			JOE
We got to play nursemaid to a pop star, Melissa Knox. There's a wacko 
group that's planning to do something to her, but we don't know what. 
We're gonna stop them. . .  If everything goes all right, I'll forget 
about the missing money, at least for now. But if you two screw up 
tomorrow, it will be bad for both of you, I promise you that.

			FRANKIE
What do we have to do, Mr. B?


			JOE
I'll let Tony fill in the details. Right now, I'm gonna go next door to 
visit a lady I haven't seen in a while. I don't want to be bothered for 
the rest of the night.

Joe leaves. 

			TONY
OK, listen up. A radical group called E.A.G.L.E. plans some kind of 
attack or demonstration at the show tomorrow. I'll be backstage with 
Melissa's mom. You two will be in the crowd with a lot of other 
security guards.

			JIMMY
Our guys?

			TONY
Some of them are, some not. You two will carry walkie-talkies and stun 
guns. You will keep your eyes on the crowd and let me know if you see 
anything suspicious. Got it?

Jimmy and Frankie nod.

			TONY
Good. Now you two screw-ups get a good night's sleep and be ready to 
roll tomorrow. 

He leaves the room. Profoundly relieved, Jimmy and Frankie high-five 
each other. 

EXT. - STAR CITY AREA - 	NEXT MORNING

MONTAGE - People flood the area as the festival begins (STOCK NEWS 
FOOTAGE FROM SHUTTLE LAUNCHES):

-- Vehicles jam area streets, highways.
-- News helicopters circle overhead.
-- Recreational vehicles are parked for miles along the Indian River 
Lagoon.
-- Crowds gather for the Melissa Knox concert.
EXT. - FESTIVAL PRESS AREA - LATER

CONTINUOUS: We follow a mysterious PHOTOGRAPHER who checks in, receives 
a press pass, mounts a large telephoto lens on a Nikon camera body. The 
photographer's face is never seen, and there is something definitely 
hinky about that telephoto lens.

The mystery photographer, who now will be revealed as E.A.G.L.E. Seven, 
moves away from the others, punches numbers into a cell phone.

			E.A.G.L.E. SEVEN
		(woman's voice)
Hello. Yes, I am inside. No problems. The distance is fine. The grenade 
will spray the chemical and her costume will simply disappear, with the 
whole world watching. A nice little lesson. For now, though, I can do 
nothing but wait. Yes, yes . . . Goodbye. 

EXT. - KAPLAN HOME - AFTERNOON

John's Mustang, top down, sits in front of the cottage.

INT. - MAX'S BEDROOM

A private nurse attends to Max. John and Libby prepare to leave for the 
Melissa Knox concert. 

			LIBBY
Max, I feel guilty about leaving. Are you sure you're all right?

			MAX
I'm fine. Go to the concert. Enjoy yourself. Give that Melissa Knox a 
big kiss for me.

			JOHN
I'll be sure to do that.

			LIBBY
Bye, Max.

			JOHN
		(to Libby)
Let's hope there's some standing room left in front of the stage.

They leave.

EXT. - JOHN'S MUSTANG ON HIGHWAY

John drives. Libby in passenger seat.

INT. - MUSTANG

John reaches over, takes Libby's hand.

			JOHN
Max was lucky that he didn't need heart surgery. A lot of guys his age 
have to have it.

			LIBBY
I know. I should be counting our blessings, but I can't help but worry 
about what will happen when he has to give up Myrna's. That business 
has been his whole life, and if he loses it, I don't know what he will 
do.

			JOHN
We just have to keep the faith that he will be able to work it out.

			LIBBY
By the way, I'm surprised that you didn't bring Benny. Are dogs not 
allowed at the concert?

			JOHN
I suspect they aren't, but I didn't want to have to deal with him among 
all those people anyway. He wanted to come along, but I put him in the 
back yard.


EXT. - JOHN'S BACK YARD - SAME TIME

Benny trots back and forth along the five-foot-high wooden fence, backs 
up to get some distance, RUNS toward the fence, LEAPS OVER IT. 


EXT. - STREET OUTSIDE JOHN'S HOUSE

Benny RUNS down the sidewalk.

EXT. - FESTIVAL GROUNDS - LATER

The Mustang pulls into a crowded parking lot. John and Libby get out, 
follow the crowd to the concert area.

EXT. - FESTIVAL CONCESSION AREA - SAME TIME

A large truck marked CLEMONS EXOTIC FOODS, NEW ORLEANS moves slowly 
along a muddy lane among food concession stands. The driver stops, 
places a call on his cell phone.

					DRIVER
Yeah, this is the Clemons delivery. I'm here on the grounds, but I need 
to know exactly where to drop these frogs off. . . . What? No, I don't 
know anything about frozen frog legs. I've got ten thousand live frogs 
here and I need to know where to take them.

The driver winces as a SCREAM of outrage emerges from the phone. 

EXT. - REAR OF CONCERT STAGE - SAME TIME

Melissa Knox, her band and backup dancers are in the rear of the stage 
preparing to go on. 

EXT. - FRONT OF CONCERT STAGE

Local dignitaries sit in folding chairs on either side of a podium. 
They include Larry Bancroft and Nancy Owen, who talks heatedly into her 
cell phone to the truck driver.



J. Fenwick Peters stands at the podium fussing with the microphone. 
Clyde Jukes sits at a table covered with public-address equipment on 
the ground in front of the stage.

					PETERS
				(stage whisper to Jukes) 

		Is it ready? OK.

He TAPS the mic, which responds with THUMPS.

					PETERS
Ladies and gentlemen, I want to welcome you to the twenty-second annual 
Star City Festival. We have a lot on our plate this afternoon, 
including Melissa Knox - 

The crowd ROARS.

					PETERS
- but first I want to salute the man who deserves most of the credit 
for this show, Mr. Larry Bancroft.

He waves his left arm toward Bancroft. The crowd responds with modest 
APPLAUSE and a few BOOS.

					PETERS
Just the other day I interviewed Mr. Bancroft and he shared with me 
some insights about how this festival came about, and I would like to 
share some of those thoughts with you now. 
			(to Clyde)
OK, play the tape.

A burst of STATIC fills the air, then Bancroft's voice BOOMS.

					BANCROFT'S VOICE
		The new mall I've been planning for 		years will 
soon become a reality. 


					BANCROFT'S VOICE 						(CONT'D)
The only obstacle left is getting the Kaplans out of that fleabag 
motel, and that should happen within the week.

Peters gestures frantically at Jukes.

					PETERS
Wrong tape! Turn it off! Turn it off! 

Jukes fiddles with the PA box, but can't turn it off.

					PETERS' VOICE
		You got it all wired, all right.

					BANCROFT'S VOICE
That's right and don't you forget it. When that mall is finished, I'm 
gonna own this town and everyone in it, from the City Council on down. 
Then you will see some real growth around here.

The tape ends, but the crowd, realizing what it has heard, ROARS with 
anger. People THROW plastic water bottles, fruit and other objects at 
the stage.

The notables on stage DUCK the incoming objects, GRAB their chairs, RUN 
off stage. Someone removes the podium and microphone. Someone else 
yells "Raise the curtain! Start  the show!"

The curtain RISES. Melissa Knox and her dancers emerge. The first beats 
of "Twist and Shout" begin.

EXT. - FESTIVAL ENTRANCE - SAME TIME

Benny approaches a ticket taker, BOLTS past him into the festival 
grounds.

					TICKET TAKER
		Hey! Come back here!


Inside the grounds, Benny TROTS from couple to couple looking for John 
and Libby.

The Clemons delivery truck approaches along the rear of the crowd 
listening to Melissa Knox. Benny, preoccupied with his search, dashes 
in front of the vehicle. The truck OVERTURNS, SPILLING crates of live 
frogs. Thousands of amphibians hippety-hop into the crowd.

Women SCREAM, small boys CHEER.

EXT. - FESTIVAL GROUNDS

Jimmy and Frankie are in the crowd. Melissa has begun SINGING "Twist 
and Shout." Frankie is lowering his cell phone from his ear.

					JIMMY
What do mean Nancy is bent out of shape? I thought you had the food 
orders taken care of.

			FRANKIE
		(yelling to be heard)
They didn't have frozen frog legs, so I had to order fresh ones. Still 
attached to the frogs. And the  truckload of frogs just got here.

Benny emerges from the crowd, COLLIDES with Frankie, who almost falls, 
and RUNS AWAY.

					JIMMY
		Hey, get that dog! He might 			
	hurt somebody!

Jimmy and Frankie CHASE Benny.

EXT. - FESTIVAL GROUNDS

E.A.G.L.E. SEVEN raises the telephoto lens, takes careful aim - and is 
HIT by Benny, who RUNS ON into the crowd. The chemical-bearing grenade 
FIRES toward the stage, hits a stanchion, BOUNCES into the wings, SPEWS 
chemical all over Larry and Nancy. 


Their clothes DISAPPEAR except for a few rags that miraculously 
preserve their modesty and the PG rating of this movie. They scamper 
across the stage to get away as the crowd LAUGHS UPROARIOUSLY.

Melissa watches the pair flee and keeps cranking out "Twist and Shout". 

EXT. - FESTIVAL GROUNDS 

Jimmy and Frankie, having seen the grenade fire from the phony 
telephoto lens, GRAB E.A.G.L.E Seven, RIP OFF her hat and sunglasses. 

Dottie Treadway is revealed as the hitwoman.

					JIMMY
		Hey, I know you. You work in 			
	Myrna's Café.

					DOTTIE
		Not anymore. I don't think I'll be 		slinging 
any more hash for a while.

					FRANKIE
		Come on, you. Let's go.

They lead her away.

EXT. - FESTIVAL GROUNDS

John and Libby enjoy the music. John looks down to see Benny looking up 
at him.

					JOHN
		What are you doing here? Sit. Stay.

Benny sits quietly as they continue to watch the show.

EXT. - FESTIVAL GROUNDS - NIGHT

It's later. The festival has closed for the day. The crowd has 
departed. But a tent with a big sign that reads SECURITY has a light 
burning. 



INT. - SECURITY TENT 

The main furnishing is a folding table covered with telephones, a 
laptop computer, other gear. 

Joe Boleto, Tony Trocadero, Jimmy and Frankie sit in folding chairs 
drinking beer and discussing the busy day. 

Joe puts his arm around Jimmy's shoulder.

					JOE
How about this guy here. Grabbed that nut job just like a pro. Saved 
the day. He's my boy.

			JIMMY
Frankie helped.

			JOE
Sure he helped. He's a great kid too.

			TONY
The important thing is nobody got hurt and the cops didn't get wise to 
anything going on. 

			JIMMY
What did you do with the woman?

			TONY
She agreed to work with us, after we explained the alternatives. Who 
would have thought that a waitress would be a commando for a radical 
group? Turns out she's been involved with those groups since her 
college days thirty years ago.

			FRANKIE
You're not gonna tell the cops about those E.A.G.L.E. wackos?

			TONY
Hell no. The top E.A.G.L.E. guys are gonna meet with us in Miami next 
week. 


			TONY (CONT'D)
They agreed to leave Melissa Knox alone and to turn over a share of 
their extortion business as a fee for doing business in our territory.

			JIMMY
Sweet. Very sweet. 

			JOE
		(to Jimmy)
Well, you and Frankie are still on my list, so don't think you can 
slack off. I'm gonna be watching you both closer than ever. 

			JIMMY
OK, Dad.

			JOE
I hope you guys learned something from this. When you're supposed to do 
something, you do it. You don't screw around. Get it?

			JIMMY/FRANKIE
Got it.

			JOE
Good. We'll write off the money from the Jacksonville heist as a cost 
of doing business. We'll clear out of this burg tonight and be back in 
Miami by morning. 

A frog hops onto Joe's forearm. He JUMPS UP, tossing the frog onto the 
ground.

			JOE
Why are there so many goddamn frogs around here? I've never seen so 
many frogs in one place.

			JIMMY
It's the swamp, Dad. Lots of swampland around here.

Jimmy, Frankie exchange a knowing glance.

EXT. - KAPLAN HOUSE - SAME TIME

Lights burn brightly in the Kaplan cottage. John's Mustang is parked in 
front.

INT. - KAPLAN KITCHEN

Libby is clearing the table after dinner. Max putters around trying to 
help. John leans against the sink drinking coffee. Benny lies on the 
floor.

					MAX
Too bad I missed that show. Sounds like Larry Bancroft and Nancy Owen 
will have to find someplace else to build their mall - someplace far 
away.

			LIBBY
It serves them right. I've never known two people who were more 
conniving. I'm sure that, wherever they go,  it won't be long before 
they're up to something else.

			MAX
In the meantime, we have to pack our bags, too. That foreclosure notice 
gave us only forty-eight hours to hand over a hundred thousand dollars 
or hand over the keys to Myrna's.

					LIBBY
		I'm sorry, Max.

					MAX
		No use crying about it. Life will 			go 
on.

Max picks up a large ham bone from a platter on the table.

					MAX
				(to Benny)
		Here, boy, here's a nice bone for 		
	you. Knock yourself out.




Benny gets up, accepts the bone gratefully, starts to lie back down.

					JOHN
		Benny, outside with that. Come on, 		let's take 
the bone outside.

He leads the dog to the kitchen door, lets him out.

EXT. - KAPLAN HOUSE 

CONTINUOUS: Benny comes out the back door, pauses, chews on the bone, 
then RUNS around the house toward the motel. He TROTS to the same large 
tree where he buried the briefcase, digs. He retrieves the briefcase, 
BURIES the bone, picks up the briefcase, TROTS back to the Kaplan 
house.

INT. - KAPLAN KITCHEN

Libby is washing dishes, Max is drying, John is still drinking coffee 
and supervising. 

					MAX
				(whispers to Libby)
Don't worry, sweetie. It ain't over 'til it's over. Something will turn 
up. Just you wait.

They hear a SCRATCH on the back door. John opens it, Benny enters 
carrying the briefcase. 

			JOHN
What's that? Let me see that.

He takes the briefcase. It suddenly OPENS, SPILLS cash all over the 
floor. Libby, Max and John stare wide-eyed. Benny wags his tail.

					MAX
		See? I told you.

					LIBBY
		Good dog!

INT. - MYRNA'S MOTEL OFFICE - NEXT DAY

Libby is behind the counter. John is in front of it, facing her, 
holding her hand. Max enters, SLAMS door.

					MAX
It's done, kiddies. I made the payment. We're back in business. 

			LIBBY
I'm so happy for you Max. 
			
			MAX
I'm happy for all of us. And John deserves most of the credit for 
suggesting we split the money three ways.

			JOHN
It just seemed fair.

			MAX
		(to Libby)
But what now, sweetie? You going back to New York as planned?

			LIBBY
Well, I think I'll stay a while, if you don't mind. I've got some 
unfinished business right here.

She and John KISS.

FADE OUT
 







			

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